HALF4yEAR REPORT

Transcription

HALF4yEAR REPORT

CITIC LIMITED
HALF-YEAR REPORT 2015
CITIC Limited
Registered Office
32nd Floor, CITIC Tower,
1 Tim Mei Avenue,
Central, Hong Kong
Tel +852 2820 2111
Fax +852 2877 2771
www.citic.com
Stock code 00267
Half-Year Report
2015
CITIC Limited at A Glance
CITIC Limited is one of the largest companies on the Hang Seng Index (SEHK: 00267). Our diversified
businesses, including financial services, resources and energy, manufacturing, engineering contracting,
real estate and infrastructure, are well positioned and aligned with China’s economic growth and
development.
We are fully committed to increasing our levels of transparency, being innovative and delivering
consistent performance, regardless of market dynamics. By leveraging the CITIC platform, leading
market positions and expertise, we will continue striving to increase our global competitiveness,
deliver profitability, and maximise shareholder value.
CITIC Limited
(00267.HK)
Financial
Services
Resources
and Energy
Manufacturing
Engineering
Contracting
Real Estate and
Infrastructure
Others
CITIC Bank
CITIC Resources
CITIC Real Estate
(59.42%)
CITIC Pacific
Special Steel
CITIC Construction
(67.13%)
(100%)
(88.37%)
CITIC Telecom
International
(58.82%)
(100%)
CITIC Securities
CITIC Pacific Mining
CITIC Heavy Industries
(15.59%)
(100%)
(71.04%)
CITIC Trust
CITIC United Asia
(100%)
(100%)
CITIC Prudential
CITIC Metal
(50%)
(100%)
CITIC Engineering
Design
CITIC Pacific Properties
AsiaSat
(100%)
(37.59%)
(Note 1)
CITIC Dicastal
CITIC Heye
Dah Chong Hong
(100%)
(100%)
(56.07%)
CITIC Industrial
Investment
CITIC Press
Sunburst Energy
(100%)
★
(100%)
(100%)
(100%)
New Hong Kong
Tunnel
(70.79%)
COHC
(19.71%)
(Note 2)
CITIC Tourism
(100%)
refers to the companies listed on both the SEHK and the SSE.
refers to the companies listed on the SEHK.
★ refers to the companies listed on the SSE.
refers to the companies listed on the SZSE.
As at 30 June 2015
Note:
1. This refers to CITIC Limited’s attributable interest in AsiaSat
through Bowenvale Limited, CITIC Limited’s 50.50%-owned entity,
where Bowenvale Limited holds a 74.43% equity in AsiaSat.
2. This refers to CITIC Limited’s attributable interest in COHC through
CITIC Zhonghaizhi, CITIC Limited’s 51.03%-owned subsidiary,
where CITIC Zhonghaizhi holds a 38.63% equity in COHC.
CITIC Guoan
Football Club
(100%)
CITIC Environment
(100%)
Contents
2Highlights
4 Chairman’s Letter to Shareholders
10 Financial Review
20 Risk Management
28 Human Resources
29 Past Performance and Forward Looking Statements
Financial Statements
30 Consolidated Income Statement
31 Consolidated Statement of Comprehensive Income
32 Consolidated Balance Sheet
34 Consolidated Statement of Changes in Equity
36 Consolidated Cash Flow Statement
38 Notes to the Consolidated Financial Statements
104 Report on Review of Interim Financial Information
Statutory Disclosure
105 Subscription of Preferred Shares, Sale of Shares, Subscription of
New Shares and Conversion of Preferred Shares
106 Interim Dividend and Closure of Register of Members
106 Share Option Plan Adopted by the Company
107 Share Option Plan Adopted by Subsidiaries of the Company
113 Directors’ Interests in Securities
114 Interests of Substantial Shareholders
115 Purchase, Sale or Redemption of Listed Securities
115 Continuing Disclosure Requirements under the Listing Rules
116 Corporate Governance
118 Review of Half-Year Report
118 Compliance with the Model Code for Securities Transactions by Directors
119 Update on Directors’ Information Pursuant to
Rule 13.51B(1) of the Listing Rules
120Corporate Information
CITIC Limited
Half-Year Report 2015
1
Highlights
Half-year ended 30 June
2015
2014
(Restated)
Increase/
(Decrease)
201,461
200,627
834
Profit before taxation
62,254
48,759
13,495
Profit attributable to ordinary shareholders
37,685
25,896
11,789
Earnings per share (HK$)
1.51
1.04
0.47
Dividend per share (HK$) (Note)
0.10
0.015
0.085
Net cash generated from operating activities
64,997
126,361
(61,364)
Capital expenditure
34,869
64,173
(29,304)
As at
30 June
2015
As at
31 December
2014
Increase/
(Decrease)
Total assets
6,537,307
5,947,831
589,476
Total liabilities
5,916,161
5,372,324
543,837
461,351
431,960
29,391
In HK$ million
Revenue
In HK$ million
Total ordinary shareholders’ funds and perpetual
capital securities
Note:
Dividend per share for the year 2014 was for the former CITIC Pacific Limited.
Business assets
Profit attributable to ordinary
shareholders
Revenue
As at
30 June 2015
Increase/
(Decrease)
(Note)
Half-year
ended
30 June 2015
Increase/
(Decrease)
Half-year
ended
30 June 2015
Increase/
(Decrease)
5,868,151
545,641
103,254
22,226
33,317
12,324
Resources and energy
162,241
14,338
22,146
(13,275)
709
136
Manufacturing
100,180
(8,321)
32,336
(2,668)
1,307
183
42,698
(1,322)
6,240
(1,895)
995
(223)
262,994
23,064
7,223
(2,326)
2,217
(431)
92,559
20,021
30,170
(1,320)
704
(268)
Businesses
In HK$ million
Financial services
Engineering contracting
Real Estate and infrastructure
Others
Note:
2
As compared with balances as at 31 December 2014.
CITIC Limited
Highlights
Profit attributable to ordinary shareholders (Note)
48,430
HK$ million
39,834
37,685
25,896
Note:
9,233
6,954
2011
2012
2013
2014
First half of
2014
First half of
2015
Profit attributable to ordinary shareholders for the years from 2011 to 2012 are from the annual reports of the former CITIC Pacific. Those for the years
from 2013 to 2014 are from the audited information of CITIC Limited.
Assets by business
Financial services
Non-financial businesses
HK$ billion
5,323
614
As at 31 December 2014
5,868
661
As at 30 June 2015
Assets of non-financial businesses
Manufacturing
Real estate and infrastructure
Others
148
109
44
240
73
HK$ billion
162
100
43
263
93
As at 30 June 2015
CITIC Limited
3
Chairman’s Letter to Shareholders
Dear Shareholders,
I consider my biannual letters to you to be
among my most important tasks as Chairman.
I’m encouraged that many readers take great
interest in these letters and find them insightful,
especially those of you who have given feedback
and said that you have learned much about our
enlarged company from our 2014 Annual Report,
our first since we became CITIC Limited. We
welcome all comments and will make it our goal
to further elevate investor understanding of our
businesses, their performance and objectives.
In this letter, I will review the performance of
our company and our businesses in the first six
months of this year, sector by sector. I will also
update you on some of the initiatives we are
undertaking to improve our corporate structure
and to create value.
Our Financial Results
For the first six months of 2015, CITIC Limited
recorded profit attributable to ordinary
shareholders of HK$37.7 billion, which included
HK$12.2 billion (pre-tax) from the sale of a 3%
interest in CITIC Securities and an accounting gain
4
CITIC Limited
when CITIC Securities issued additional shares to
investors. Compared with the same period last
year, our company’s overall profit increased 46%.
Profit from the financial services business was up
59%, and the sector continued to be the largest
contributor to our company’s bottom line. Profit
from the non-financial business was 9% less than
the first six months of 2014. This decline was
mainly due to a significant reduction in profit
from the resources business. The lack of finished
residential property units for delivery was another
factor that led to a decrease in profitability of the
non-financial business.
Since my last letter, there has been a material
improvement in CITIC Limited’s financial
position. This is due to the receipt in early
August of HK$46 billion from the preferred share
placement to ITOCHU and CP Group, and HK$12
billion on the issuance of ordinary shares to
the Youngor Group. This substantial inflow of
additional capital will strengthen our balance
sheet and increase the flexibility we require to
finance and execute our business development.
Additionally, since becoming CITIC Limited we
have seen a reduction in our financing costs.
Taking advantage of this, we have retired some
higher interest debt. We will continue to utilise
fund raising platforms in China and overseas to
optimise our financing arrangements.
Traditionally, CITIC Bank’s core strength has
been its corporate banking business. Alongside
this, the bank has been developing two other
important parts of the business — retail and
financial markets. It is keen to achieve greater
balance across these three areas.
Our board recommends an interim dividend to
shareholders of HK$0.10 per share to shareholders.
In recent years, this strategy has seen CITIC Bank
develop its retail arm by expanding its branch
network, increasing its product sales channels,
improving service quality and developing
innovative products. These efforts have produced
good results, particularly in the past 18 months.
Compared with the first six months of last
year, revenue from the retail business for the
period grew 42%. CITIC Bank’s financial markets
business also experienced good growth and now
represents 31% of the bank’s revenue.
Our Business Performance
Financial Services
Profit from our financial services business was
HK$33.3 billion, which included the gain from the
sale of a 3% interest in CITIC Securities as well as
the accounting gain mentioned earlier. Therefore,
sector profit grew 59% from a year ago.
CITIC Bank contributed the majority of the
sector’s profit. The bank’s revenue in the first
half of the year grew 13% from a year ago to
HK$88 billion. However, profit was tempered
by an increase in non-performing loans. In this
period, although CITIC Bank’s net interest margin
decreased slightly net interest income rose as a
result of growth in interest-yielding assets. Most
notable was the bank’s non-interest income,
which increased 23% from last year.
Since becoming a listed company in 2007, CITIC
Bank has experienced impressive growth with
assets now at RMB4.5 trillion. The financial
services industry in China, particularly banking,
is experiencing significant change, including
the liberalisation of interest rates, financial
disintermediation and increased competition,
which is challenging the traditional banking
model. At the same time, banks must also
contend with deteriorating asset quality. In this
environment, the ability to differentiate will
determine long-term success. CITIC Bank has
found its niche, adjusted its strategy and sought
new ways of generating profit and maintaining
growth momentum.
So what is the one thing that makes CITIC
Bank different from all the others? CITIC Bank
is an important part of the broader CITIC
family, operating on a unique platform with
a genuine competitive advantage and point
of differentiation. Aside from synergies with
our non-financial businesses, CITIC Bank can
work with our other financial entities to offer
customers a wide range of products and services.
An illustrative example of how CITIC Bank is
utilising the wider CITIC platform has been the
development of Xin Jin Bao — an innovative
cash management product that invests the
balance of customers’ current accounts into
money market funds, with automatic redemption
upon cash withdrawal or transfer. Xin Jin Bao
was launched by CITIC Bank in partnership
with China Asset Management Company and
CITIC Prudential Funds in mid- 2014, leading to
increases in new customers both at the bank
and at these fund houses.
Our other financial services divisions, CITIC
Trust, CITIC Prudential and CITIC Securities, all
performed well.
CITIC Limited
5
Resources and Energy
HK$709 million profit was recorded for this sector
in the first six months, which included a one-time
accounting gain of HK$511 million. Excluding
this, profit was 65% lower over the corresponding
period as the price of oil adversely impacted our
crude oil exploration and production business.
Aside from oil, weakness in the demand for
most commodities and corresponding price
declines also resulted in lower profitability for our
commodities trading business.
With regard to our Sino Iron project in Western
Australia, I am pleased to report that we are
making good progress on optimising the first
two operating production lines, as month-tomonth production rates continue to improve.
Construction and installation of the remaining
four lines is also progressing well. With
production and construction teams working in
parallel, these are very busy times at the project
site. Our target is to commence commissioning
of lines three and four before the end of this year,
and lines five and six in 2016.
Our disputes with Mineralogy continue to receive
public attention. We continue to exercise and
defend our rights under Australian law, acting
in the best interests of our shareholders, our
company and our project. It is important to
understand that regardless of various legal
actions, it is business as usual at Sino Iron.
Despite lower overall demand for electricity and a
reduction in on-grid tariffs, our power generation
business experienced only a modest profit
decrease, thanks mainly to good management
and continued efforts in cost control.
Manufacturing
Amid weaker market conditions, profit from our
manufacturing business was up 16% from the same
period last year. Both CITIC Pacific Special Steel and
6
CITIC Limited
CITIC Dicastal achieved an increase in profit while
profit from CITIC Heavy Industries declined.
CITIC Pacific Special Steel sold 3.53 million tonnes
of special steel products in the first six months of
the year, a modest decrease from a year ago as
market demand for steel remained weak. However,
profit for the period rose 10%, primarily due to the
increased profitability of its plate products, as well
as better performance in overseas markets. I am
pleased to say that in the first half of the year our
special steel business achieved the highest gross
profit margin among all domestic steel producers,
far exceeding its peers.
CITIC Heavy Industries saw its profit decline 47%
for the first six months. The slowdown in fixed
investment in China meant reduced demand for
heavy machinery from industries such as mining,
construction and energy, which include some
of CITIC Heavy Industries’ main customers. CITIC
Heavy Industries is transforming from a single
component manufacturer into a total engineering
solutions provider, from design through to civil
construction, manufacturing, installation, and
after-sales services. While this is essential for the
company’s sustainable development, it is also
causing longer average contract completion times
in the short-term, which will affect profitability.
CITIC Dicastal, the world’s largest aluminium
wheels supplier, continued to perform well, with
profit in the first half rising 13% over the same
period last year, due primarily to the increased
sale of aluminium wheels, particularly in Europe
and the United States.
All of our manufacturing businesses are evolving
toward higher end, high-tech intelligent
manufacturing, in line with China’s Manufacturing
2025 initiative. For example, CITIC Heavy
Industries successfully developed a low-speed,
heavy-load and high-power variable speed drive
for use in high-end heavy machines. I plan to
elaborate more on how we are evolving towards
intelligent manufacturing in coming letters.
Engineering and Contracting
Real Estate and Infrastructure
Profit from this sector was 18% lower compared
with last year, primarily because the KK Social
Housing Project in Angola was nearing its end
after seven years of construction. New projects
such as an office building project with a total
contract sum of USD756 million in Caracas,
Venezuela are yet to commence.
Profit for this sector in the first half was HK$2.2
billion, a decline of 16% compared with the same
period last year. This was due to a significant
reduction in profit from our property business.
Our tunnels in Hong Kong and toll roads in China
performed well.
Leveraging its experience and expertise in
developing projects in Angola and Venezuela,
CITIC Construction continues to work closely
with finance companies, including International
Finance Corporation, to develop social housing
projects in Africa such as Kenya and Nigeria.
China laid out a blueprint for the One Belt, One
Road Initiative, a multilateral strategic plan,
aimed at promoting trade and infrastructure
connectivity overland through Central Asia and
onward to Europe, and south and westward by
sea towards Europe and Africa.
CITIC Construction is well positioned to
capitalise on the One Belt, One Road Initiative
as it has already been operating in many of
these regions and countries, where it is gaining
valuable local knowledge and establishing
excellent relationships with local governments.
For example, CITIC Construction successfully
built three cement plants in Belarus, each with
a daily production capacity of 5,000 tonnes.
Chinese technology and equipment used in
these projects exceeded 75% of total content.
Early in 2015, the company also started
construction of an auto assembly line for
Chinese automaker Geely in Belarus.
Currently, most of the company’s projects are
outside China. Earlier this year, CITIC Construction
was granted premium-class building and
engineering certification in China, enabling it to
expand its presence in China’s domestic market.
The lower contribution from property is mainly
explained by the residential project life cycle.
As most of our residential projects remained in
the development phase, the number of finished
units ready for delivery in the first six months of
2015 was limited. The residential property market
is showing signs of recovery, as evidenced by
several projects that sold well, especially during
the second quarter. They included CITIC New
Town and CITIC Villa in Beijing, Mangrove Bay in
Zhuhai and the Center in Shanghai Jiading. In
Hong Kong, we acquired a parcel of land in Ma
On Shan for a new residential development.
Meanwhile, the previously announced integration
of our two property arms — CITIC Real Estate
and CITIC Pacific Properties — has begun. The
integration is aimed at clarifying the development
model and strategy, further centralising
management and better utilising capital so this
business can become more competitive and
generate enhanced returns.
Our Job: Value Creation
The essence of what we do is to create value
for our shareholders. At CITIC’s annual general
meeting two months ago, one investor shared
with me that he bought stocks in a couple of
CITIC companies but had been disappointed in
their market performance. He said he’d worked
hard for his money and hoped in future we
would choose investments that make a profit and
avoid those that do not. Although simply put, his
wish mirrors what our management team and
the larger shareholder base want — although
different shareholders will have different time
horizons for realising returns.
CITIC Limited
7
At CITIC, our focus on consistent, steady value
creation has allowed us to become the multiindustry powerhouse we are today. In pursuit of
this goal, we have many levers at our disposal,
and it’s not unusual to be pulling more than one
at any given time. As I wrote in my last letter, we
have been undertaking a root-and-branch review
of our businesses with the objective of making
them more efficient, more competitive and better
positioned for the future.
advantage of China’s growth opportunities. We
know that one of the main reasons that you,
our shareholders, have chosen to hold our stock
is because of our diversified, yet increasingly
integrated, range of businesses.
One of the levers we employ is restructuring,
such as the integration of our property business.
We can also identify other parts of CITIC that, for
legacy reasons, are unnecessarily complex and, in
some instances, conduct similar business activities
through both listed and unlisted companies.
Where possible, unnecessary complexity will be
removed. Some of our unlisted subsidiaries have
quality assets with high potential that are underappreciated and under-valued by the market.
One solution is to bring these businesses to the
market when the timing is right. Another is to
look for external partnerships that make strategic
and commercial sense, and this was the thinking
behind teaming up with CP Group and Itochu.
We will only fully grasp these opportunities
by taking advantage of the CITIC platform and
further knitting the company together. While
there are already instances where CITIC builds the
infrastructure, provides the heavy equipment and
machinery and arranges the financing, there’s
great opportunity to expand this approach —
always remembering that we are more than the
sum of our parts.
We are ideally placed for the next phase of the
China story, both in-country and abroad. This
includes the opportunities presented by the One
Belt, One Road Initiative.
One lever I certainly consider necessary for a
well-managed conglomerate to use from time to
time is the sale of businesses or parts of them, at
the right moment. This is a continued feature of
our ongoing efforts to capture value for you.
As our company increasingly does more business
outside China, we have learned that it’s critical to
carefully identify the potential risks. This means
having a proper understanding of the lay of
the land to ensure that appropriate mitigation
strategies are in place to warrant the investment.
We take due diligence seriously, and no matter
what the jurisdiction, proposal or potential
partner, we apply a consistent risk management
system to monitor, assess and manage various
risks across CITIC’s business activities.
The CITIC Platform
In Closing
Our two greatest strengths are our CITIC
platform and our inextricable connection with
China and its socio-economic coming of age.
Many observers, quite understandably, label us
a proxy for the Chinese economy, recognising
our unrivalled acumen in accessing and taking
The Chinese economy has now entered a
“new normal” of more sustainable, moderate
growth. The engine of growth is shifting from
manufacturing-led exports and investment to
services-led consumption and innovation. We
need to embrace these shifts and consider how
8
CITIC Limited
to allocate resources and capacity. With these
macroeconomic changes come challenges as well
as opportunities.
We believe that our multi-business approach
mitigates risks and drives consistent performance.
The reality is that not every market is always in
our favour and, as we are experiencing at the
moment, some sectors are subject to cyclical
downturns. Our job is to manage the ups and
downs and prepare for what lies ahead. In the
face of short-term volatility, we are resolved to
stay focused on our long-term goals.
By striving to be a leader in our fields of
endeavour, we underpin our profitability, global
competitiveness and — very importantly — our
value to you, our shareholders.
CITIC’s franchise in China and the wider world
is unparalleled, yet we are humbly focused on
the challenges of running the company for your
benefit. We remain committed to engaging all
our stakeholders, employees and the community
at large. Thank you for your continued support.
Chang Zhenming
Chairman
Hong Kong, 24 August 2015
CITIC Limited
9
Financial Review
Overview
During the first half of 2015, the Group achieved profit attributable to ordinary shareholders of HK$37,685 million,
an increase of HK$11,789 million, or 46% year-on-year. The financial services segment recorded profit attributable
to ordinary shareholders of HK$33,317 million, an increase of HK$12,324 million, or 59% above the same period
last year, largely due to the gains from the disposal of a 3.16% equity interest and placing of new shares of CITIC
Securities. Excluding these gains, attributable profit from financial services, with its banking and trust business,
etc., achieved growth to different extents as well.
For the non-financial segments, the manufacturing business maintained steady performance, and achieved
profit attributable to ordinary shareholders of HK$1,307 million. Despite the declining overall demand for
commodities and falling crude oil prices, the resources and energy business recorded profit attributable to
ordinary shareholders of HK$709 million, an increase of HK$136 million, or 24% more than last year. As a result of
the acquisition of Jiangsu Ligang and Jiangyin Ligang, the Group recognised a gain from the recycling of reserves
relating to the investment in Jiangsu Ligang and Ligang Liang previously recognised in other comprehensive
income. The real estate and infrastructure business was the largest contributor in the non-financial segments, with
profit attributable to ordinary shareholders of HK$2,217 million, a decrease of HK$431 million, or 16% below the
same period last year, mainly attributable to the decrease in the bookings of completed properties and revaluation
gain on investment properties. As a result of the decreased number of new projects, the engineering contracting
business recorded profit attributable to ordinary shareholders of HK$995 million, a decrease of HK$223 million, or
18% below the same period last year.
Earnings per share and dividends
Earnings per share of profit attributable to ordinary shareholders was HK$1.51 in the first half of 2015, an increase
of 45% from HK$1.04 (restated) in the first half of 2014. As at 30 June 2015, the number of ordinary shares
outstanding was 24,903,323,630.
HK$2,909 million cash will be distributed as an interim dividend. The interim dividend per share of 2015 is HK$0.1
(interim dividend per share of 2014: HK$0.015).
Earnings per share
Dividend per share
HK$
2.53
1.94
1.91
1.60
1.51
1.04
0.45
2011
10
CITIC Limited
0.45
2012
0.35
2013
0.215
2014
0.015
First half of
2014
0.10
First half of
2015
Financial Review
Profit/(loss) and assets by business
Profit/(loss)
Half-year ended
30 June
2015
2014
(Restated)
43,187
1,093
1,437
995
2,098
1,148
49,958
(1,495)
496
30,473
814
1,372
1,218
3,063
1,444
38,384
(1,435)
365
11,274
11,418
37,685
25,896
In HK$ million
Financial services
Manufacturing
Others
Underlying business operations
Operation management
Elimination
Profit attributable to non-controlling
interests and holders of perpetual
capital securities
Profit attributable to ordinary
shareholders
Assets
As at
30 June
2015
As at
31 December
2014
5,868,151
162,241
100,180
42,698
262,994
92,559
6,528,823
5,322,510
147,903
108,501
44,020
239,930
72,538
5,935,402
Profit attributable to ordinary shareholders by business
1H 2015
1H 2014
HK$ million
33,317
2,217
1,307
20,993
709
573
Financial
services
Resources and
energy
995
2,648
1,124
Manufacturing
1,218
Engineering
contracting
704
972
Real estate and
infrastructure
Others
CITIC Limited
11
Financial Review
Financial services
Profit attributable to ordinary shareholders increased to HK$33,317 million for the first half of 2015. Excluding
the gains from the disposal of a 3.16% equity interest and placing of new shares of CITIC Securities, the financial
services business continued to grow steadily due to the rising investment income from the trust business and the
growth of the securities business owing to increased transaction volume in the capital market. This was partly
offset by the narrowed interest margin for banks and an increase in the impairment provision on loans in the
banking business.
Excluding the gain of HK$511 million from the recycling of reserves relating to the investment in Jiangsu Ligang
and Jiangyin Ligang previously recognised in other comprehensive income, the resources and energy segment
recorded profit attributable to ordinary shareholders of HK$198 million, a decrease of HK$375 million as compared
with the same period last year. This was due primarily to the declining demand for commodities, including crude
oil, which was primarily reflected in the drop of Brent crude oil prices in the first half of 2015.
Against this backdrop, trading volume of iron ore in the PRC increased during the first half of 2015, and Sino Iron
is exporting quality iron ore concentrate.
Manufacturing
This business recorded attributable profit of HK$1,307 million during the first half of 2015. Special steel benefited
from decreased raw materials prices to achieve a higher profit margin. Aluminium wheels and castings also
continued to grow. Heavy machinery experienced a decrease in profit, due to weaker demand for mining and
construction equipment.
During the first half of 2015, this segment recorded profit attributable to ordinary shareholders of HK$995 million,
a decrease of HK$223 million from the same period last year, mainly due to a decrease in the delivery and booking
of projects in Angola.
Profit attributable to ordinary shareholders decreased HK$431 million, or 16% below the same period last year, to
HK$2,217 million for the first half of 2015. The reduction was due to a combination of the decrease in the bookings
of completed properties, decrease in the revaluation gain on investment properties, and gains from the disposal
of the Royal Pavilion project. The average occupancy rate for investment properties was approximately 95% on 30
June 2015, which was comparable with preceding years.
Others
During the first half of 2015, Dah Chong Hong and CITIC Telecom were the main contributors to an attributable
profit of HK$704 million, a 28% decrease as compared with the same period last year, which was mainly
attributable to the decreased number of commercial vehicles sold in the PRC. This was, however, partially
compensated by the increased profit from mobile sales and services, Internet Services and enterprise solutions
businesses.
12
CITIC Limited
Financial Review
Group Financial Results
Revenue
During the first half of 2015, CITIC Limited recorded revenue of HK$201,461 million, an increase of HK$834 million,
or 0.4%, as compared with the same period last year. Revenue from the financial services segment increased
HK$22,226 million, or 27%, more than last year, to HK$103,254 million, primarily due to the gains of HK$12,209
million from the disposal of a 3.16% equity interest and placing of new shares of CITIC Securities, along with an
increase in net interest income, net commission income and handling charges. The manufacturing business of the
Group recorded a decrease in revenue of HK$2,668 million, or 8% year-on-year, as a result of the fall in revenue
from the special steel and heavy industries businesses, reflecting weaker market demand and intensified market
competition. This was partially compensated by the greater volume of aluminium wheels sold. The engineering
contracting segment reported revenue of HK$6,240 million, down by HK$1,895 million or 23% year-on-year,
mainly due to the decrease in the number of projects undertaken. As a result of the decrease in the bookings of
completed properties, revenue from the real estate and infrastructure segment reported a decrease of HK$2,326
million, down by 24%. The Group’s revenue was also impacted by a HK$13,275 million fall in revenue in the
resources and energy business, down by 37% year-on-year, a reflection of the declining demand for commodities
such as crude oil.
2015
2014
(Restated)
Amount
%
103,254
22,146
32,336
6,240
7,223
30,170
81,028
35,421
35,004
8,135
9,549
31,490
22,226
(13,275)
(2,668)
(1,895)
(2,326)
(1,320)
27%
(37%)
(8%)
(23%)
(24%)
(4%)
In HK$ million
Financial services
Manufacturing
Others
Financial services
Others
Increase/(decrease)
Manufacturing
15%
16%
4%
5%
3%
First half of
2015
4%
51%
40%
First half of
2014
16%
17%
11%
18%
CITIC Limited
13
Financial Review
Revenue by nature
In HK$ million
Net interest income
Net fee and commission income
Sales of goods and services
– Sales of goods
– Services rendered to customers
– Revenue from construction contracts
Other revenue
Net interest income
Increase/(decrease)
2015
2014
(Restated)
Amount
%
63,719
23,471
58,534
17,763
5,185
5,708
9%
32%
79,517
12,935
5,663
16,156
97,567
14,829
7,450
4,484
(18,050)
(1,894)
(1,787)
11,672
(19%)
(13%)
(24%)
260%
Other revenue
2%
8%
29%
31%
First half of
2015
First half of
2014
49%
9%
12%
60%
Impairments
In the first half of 2015, the Group recorded an asset impairment of HK$21,661 million, an increase of HK$6,582
million, or 44%, from the first half of 2014. Of the total impairment, CITIC Bank accounted for HK$21,114 million, an
increase of HK$6,446 million, or 44%, from the same period last year, which mainly includes a HK$19,470 million
impairment on its loans and advances to customers.
Net finance charges
Finance costs increased 4% from HK$5,516 million in the first half of 2014 to HK$5,718 million in the first half of
2015 as a result of an increase in borrowings, both at CITIC Limited and its subsidiaries.
In the first half of 2015, finance income from CITIC Limited and subsidiaries under non-financial segments
amounted to HK$1,525 million, an increase of 54% from the first half of 2014. This increase mainly came from
interest income on bank deposits.
14
CITIC Limited
Financial Review
Interest expense capitalised
Interest expense capitalised was mainly attributable to real estate projects and the Sino Iron Project. Capitalised
interest expense increased from HK$2,584 million in the first half of 2014 to HK$3,162 million in the first half of
2015.
Income tax
Income tax of the Group in the first half of 2015 was HK$13,295 million, an increase of HK$1,850 million compared
with the same period last year. This was in line with the changes in profit before taxation.
Group Cash Flows
In HK$ million
Net cash generated from operating
activities
Net cash used in investing activities
Including: Proceeds from disposal and
redemption of investments
Payments for purchase of
investments
Net cash generated from/(used in)
financing activities
Including: Proceeds from new bank and
other loans and new debt
instruments issued
Repayment of bank and other loans
and debt instruments issued
Interest paid on bank and other
loans and debt instruments
issued
Dividends paid to ordinary
shareholders
Dividends/distribution paid
to non-controlling interests/
holders of perpetual capital
securities
Net (decrease)/increase in cash and cash
equivalents
Cash and cash equivalents at 1 January
Effect of exchange rate changes
Cash and cash equivalents at 30 June
2015
CITIC Limited
CITIC Bank
2014 Increase/
(Restated) (Decrease)
Increase/
2014 (Decrease)
%
2015
%
64,997
(142,118)
126,361
(18,533)
(61,364)
123,585
(49%)
667%
48,298
(117,133)
113,730
(1,270)
(65,432)
115,863
(58%)
9123%
460,865
389,305
71,560
18%
425,890
365,349
60,541
17%
(602,555)
(403,493)
199,062
49%
(540,204)
(365,312)
174,892
48%
47,022
(2,685)
49,707
1851%
45,340
13,691
31,649
231%
234,325
82,598
151,727
184%
117,171
17,907
99,264
554%
(168,258)
(75,261)
92,997
124%
(67,709)
(3,788)
63,921
1687%
(12,502)
(10,232)
2,270
22%
(4,121)
(2,755)
1,366
50%
(4,981)
(22,372)
(17,391)
(78%)
–
–
–
–
(2,007)
(1,352)
655
48%
–
–
–
–
(30,099)
347,891
1,875
319,667
105,143
337,894
705
443,742
(135,242)
9,997
1,170
(124,075)
(129%)
3%
166%
(28%)
(23,495)
289,496
1,907
267,908
126,151
253,924
1,254
381,329
(149,646)
35,572
653
(113,421)
(119%)
14%
52%
(30%)
CITIC Limited
15
Financial Review
Capital expenditure
HK$ million
Financial services
Manufacturing
Others
Subtotal
Real estate development
Total
Financial services
Others
Increase/(Decrease)
2015
2014
Amount
%
1,324
6,621
2,425
49
1,057
8,164
19,640
15,229
34,869
1,194
4,020
2,184
96
712
1,165
9,371
54,802
64,173
130
2,601
241
(47)
345
6,999
10,269
(39,573)
(29,304)
11%
65%
11%
(49%)
48%
601%
110%
(72%)
(46%)
Manufacturing
HK$ billion
16
15
6
0
5
8
12
5
3
14
2013
2014
1
1
1
4
2
0
1
1
First half of
2014
1
7
2
0
1
8
First half of
2015
Capital commitments
As at 30 June 2015, the contracted capital commitments of the Group amounted to approximately HK$48,356
million. Details are disclosed in Note 31 to the consolidated financial statements.
16
CITIC Limited
Financial Review
Group Financial Position
In HK$ million
Total assets
Loans and advances to customers and
other parties
Investments classified as receivables
Financial assets held under resale
agreements
Fixed assets
Inventories
Total liabilities
Deposits from customers
Deposits from banks and non-bank
financial institutions
Bank and other loans
Debt instruments issued
Total ordinary shareholders’ funds and
perpetual capital securities
Note to the
Consolidated
Financial
Statements
As at
30 June
2015
As at
31 December
2014
6,537,307
5,947,831
589,476
10%
2,865,100
1,150,228
2,711,851
834,652
153,249
315,576
6%
38%
19
22
99,529
199,156
145,769
5,916,161
3,882,008
172,100
179,303
133,258
5,372,324
3,586,508
(72,571)
19,853
12,511
543,837
295,500
(42%)
11%
9%
10%
8%
27
1,145,876
223,980
322,779
871,213
218,993
273,126
274,663
4,987
49,653
32%
2%
18%
25
28
29
461,351
431,960
29,391
7%
Increase/(Decrease)
Amount
%
Total assets
Total assets increased from HK$5,947,831 million as at 31 December 2014 to HK$6,537,307 million as at 30 June
2015, mainly attributable to an increase in loans and advances to customers and other parties by CITIC Bank and
investments classified as receivables.
By geography
Mainland China
Hong Kong and Macau
5%
2%
Overseas
5% 2%
As at
30 June 2015
93%
As at
31 December 2014
93%
CITIC Limited
17
Financial Review
Loans and advances to customers and other parties
As at 30 June 2015, the net loans and advances to customers and other parties of the Group was HK$2,865,100
million, an increase of HK$153,249 million, or 6%, compared with 31 December 2014. The proportion of loans and
advances to customers and other parties to total assets was 44%, a decrease of 2% compared with 31 December
2014.
In HK$ million
Corporate loans
Discounted bills
Personal loans
Total loans and advances to customers
and other parties
Impairment allowances
Net loans and advances to customers
and other parties
As at
30 June
2015
As at
31 December
2014
2,059,515
112,449
766,387
1,991,735
86,254
702,963
67,780
26,195
63,424
3%
30%
9%
2,938,351
(73,251)
2,780,952
(69,101)
157,399
4,150
6%
6%
2,865,100
2,711,851
153,249
6%
Increase/(Decrease)
Amount
%
As at 30 June 2015, deposits from customers of the financial institutions under the Group amounted to
HK$3,882,008 million, an increase of HK$295,500 million, or 8%, compared with 31 December 2014. The proportion
of deposits from customers to total liabilities was 66%, a decrease of 1% compared with 31 December 2014.
In HK$ million
Corporate deposits
Time deposits
Demand deposits
Subtotal
Personal deposits
Time deposits
Demand deposits
Subtotal
Total
18
CITIC Limited
As at
30 June
2015
As at
31 December
2014
1,912,396
1,296,557
3,208,953
1,729,747
1,205,007
2,934,754
182,649
91,550
274,199
11%
8%
9%
450,143
222,912
673,055
3,882,008
464,578
187,176
651,754
3,586,508
(14,435)
35,736
21,301
295,500
(3%)
19%
3%
8%
Increase/(Decrease)
Amount
%
Financial Review
In HK$ million
As at
30 June
2015
Financial services
Manufacturing
Others
Elimination
Total
1,521
44,893
16,156
3,228
101,705
32,143
72,027
(47,693)
223,980
As at
31 December
2014
–
42,798
19,130
2,142
85,765
22,603
85,754
(39,199)
218,993
Increase/(Decrease)
Amount
%
1,521
2,095
(2,974)
1,086
15,940
9,540
(13,727)
8,494
4,987
100%
5%
(16%)
51%
19%
42%
(16%)
22%
2%
In HK$ million
As at
30 June
2015
Financial services
Manufacturing
Others
Elimination
Total
212,473
–
5,818
–
–
5,384
99,420
(316)
322,779
As at
31 December
2014
169,215
–
5,054
–
–
3,477
95,660
(280)
273,126
Increase/(Decrease)
Amount
%
43,258
–
764
–
–
1,907
3,760
36
49,653
26%
–
15%
–
–
55%
4%
13%
18%
Total ordinary shareholders’ funds and perpetual capital securities
Total ordinary shareholders’ funds and perpetual capital securities increased from HK$431,960 million as at 31
December 2014 to HK$461,351 million as at 30 June 2015, mainly attributable to an increase in profit for the year.
CITIC Limited
19
Risk Management
In accordance with the Group’s development strategy, CITIC Limited has established a risk management system
covering all the business segments to identify, assess and manage various risks in the Group’s business activities.
Taking into account the risk management requirements in the Corporate Governance Code and Corporate
Governance Report, the risk management system of CITIC Limited is established along the core concepts of the
Enterprise Risk Management–Integrated Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission (COSO), and the Basic Standard for Enterprise Internal Control jointly issued by five
ministries and commissions (Ministry of Finance, CSRC, National Audit Office, CBRC and CIRC) in 2008 as well as
relevant guidelines and governmental policies.
The risk management system of CITIC Limited comprises “Four Levels” and “Three Lines of Defence” based on
the corporate governance structure. The “Four Levels” are the (i) board of directors, (ii) management and several
committees, (iii) risk management functions of CITIC Limited, and (iv) member companies. The “Three Lines of
Defence” are the (i) first line of defence comprised by business units of each level of CITIC Limited, (ii) second
line of defence comprised by the risk management functions of each level of CITIC Limited, and (iii) third line of
defence comprised by the internal audit departments or functions of each level of CITIC Limited.
Financial Risk
Governance structure
As a sub-committee of the Executive Committee, the asset and liability management committee (“ALCO”) has
been established to monitor financial risks of the Group in accordance with the relevant treasury and financial
risk management policies (“management policies”). The treasury department, among others, is responsible for
communicating and implementing the decisions of ALCO, monitoring the adherence of the management policies
and preparing relevant reports. All member companies have the responsibility for identifying and effectively
managing their financial risk positions and reporting to the corresponding departments of CITIC Limited on
a timely basis, subject to the overall risk framework under the management policies and within the scope of
authorisation.
Based on the annual budget, ALCO shall review the Group’s financing plan and instruments, oversee fund
management and cash flow positions, and manage risks relating to counterparties, interest rates, currencies,
commodities, commitments and contingent liabilities, and is responsible for formulating hedging policy and
approving the use of new risk management tools.
Asset and liability management
One of the main functions of ALCO is asset and liability management. CITIC Limited’s sources of funds for different
businesses include long-term and short-term debt and equity, of which ordinary shares, preferred shares and
perpetual securities are the alternative forms of equity financing instruments. CITIC Limited manages its capital
structure to finance its overall operations and growth by using different sources of funds. The type of funding is
targeted to match the characteristics of our underlying business.
20
CITIC Limited
Risk Management
1.Debt
ALCO centrally manages and regularly monitors the existing and projected debt levels of CITIC Limited and
its major non-financial subsidiaries to ensure that debt size, structure and cost are at reasonable levels.
As at 30 June 2015, consolidated debt of CITIC Limited(1) was HK$546,759 million, including loans of
HK$223,980 million and debt instruments issued(2) of HK$322,779 million. Debt of the head office of CITIC
Limited(3) accounted for HK$89,708 million and debt of CITIC Bank(4) HK$212,473 million. In addition, the
head office of CITIC Limited had cash and deposits of HK$6,825 million and available committed facilities
from banks and subsidiaries of HK$16,581 million.
The details of debt are as follows:
As at 30 June 2015
HK$ million
Consolidated debt of CITIC Limited
Among which: Debt of the head office of CITIC Limited
Debt of CITIC Bank
546,759
89,708
212,473
Consolidated debt by maturity as at 30 June 2015
Within one year or on demand
Between one and two years
Between two and five years
Over five years
27%
33%
7%
33%
Note:
(1)
(2)
(3)
(4)
Consolidated debt of CITIC Limited is the sum of “bank and other loans” and “debt instruments issued” in the Consolidated Balance
Sheet of CITIC Limited;
Debt instruments issued include corporate bonds, notes, subordinated bonds, certificates of deposit and certificates of interbank
deposit issued;
Debt of the head office of CITIC Limited is the sum of “bank and other loans”, “long-term borrowings” and “debt instruments issued”
in the Balance Sheet of CITIC Limited;
Debt of CITIC Bank refers to CITIC Bank’s consolidated debt certificates issued, including debt securities, subordinated bonds,
certificates of deposit and certificates of interbank deposit issued.
CITIC Limited
21
Risk Management
Consolidated debt by type as at 30 June 2015
Loan within one year or on demand
Loan over one year
Subordinated bonds issued
Certificates of deposit issued
14%
Corporate bonds issued
Notes issued
Certificates of interbank deposit issued
10%
1%
18%
31%
12%
14%
The debt to equity ratio of CITIC Limited as at 30 June 2015 is as follows:
In HK$ million
Debt
Total equity (5)
Debt to equity ratio
2.
Note:
(5)
Consolidated
Head office
546,759
621,146
88%
89,708
341,785
26%
Total consolidated equity is based on the “total equity” in the Consolidated Balance Sheet; Total equity of head office is based on
the “total ordinary shareholders’ funds and perpetual capital securities” in the Balance Sheet.
Liquidity risk management
The objective of liquidity risk management is to ensure that CITIC Limited always has sufficient cash to
repay its maturing debt, perform other payment obligations and meet other funding requirements for
normal business development.
CITIC Limited’s liquidity management involves the regular cash flow forecast for the next three years
and the consideration of its liquid assets level and new financings necessary to meet future cash flow
requirements.
CITIC Limited centrally manages its own liquidity and that of its major non-financial subsidiaries and
improves capital efficiency. With flexible access to domestic and overseas markets, CITIC Limited seeks to
diversify sources of funding through different financing instruments, in order to raise low-cost funding of
medium and long terms, maintain a mix of staggered maturities and minimise refinancing risk.
Details of liquidity risk management are set out in Note 32(b) to the consolidated financial statements.
22
CITIC Limited
Risk Management
3.
Contingent liabilities and commitments
Details of contingent liabilities and commitments of CITIC limited as at 30 June 2015 are set out in Note 31
to the consolidated financial statements.
4.
Pledged loan
Details of cash and bank deposits, inventories and fixed assets pledged as security for CITIC Limited’s loan
as at 30 June 2015 are set out in 28(d) to the consolidated financial statements.
5.
Credit ratings
Standard & Poor’s
30 June 2015
BBB+/CreditWatch: positive
Moody’s
A3/Stable
In January 2015, Standard & Poor’s placed CITIC Limited’s rating on CreditWatch with positive implication.
Treasury risk management
Treasury risk management essentially covers the following financial risks inherent in CITIC Limited’s businesses:
•
•
•
•
•
Interest rate risk
Currency risk
Counterparty risk for financial products
Commodity risk
Market price risk
CITIC Limited manages the above risks by using appropriate financial derivatives, and priority will be given
to simple, cost-efficient and effective hedge instruments which meet the HKAS 39 in performing treasury risk
management responsibilities. To the extent possible, gains and losses of the derivatives offset the losses and gains
of the assets, liabilities or transactions being hedged.
CITIC Limited is committed to establishing a comprehensive and uniform treasury risk management system. Within
the group-wide treasury risk management framework, member companies are required to, according to their
respective business characteristics and regulatory requirements, implement suitable treasury risk management
strategies and procedures and submit reports on a regular and ad hoc basis.
1.
Interest rate risk
CITIC Limited regularly monitors current and projected interest rate changes, with each of the operating
entities of the Group establishing its own interest rate risk management system covering identification,
measurement, monitoring and control of market risks. Interest rate risk is managed by taking into account
market conditions and controlled at a reasonable level.
For our financial subsidiaries, repricing risk and benchmark risk are the main sources of interest rate risk.
Observing the principle of prudent risk appetite, they closely track changes in the macroeconomic situation
and internal business structure, continue to optimise the maturity structure of deposits, make timely
adjustments to the loan repricing lifecycle, and take the initiative to manage sensitive gaps in interest rates
for the overall objective of achieving steady growth both in net interest income and economic value with a
tolerable level of interest rate risk.
CITIC Limited
23
Risk Management
For our head office and non-financial subsidiaries, the interest rate risk arises primarily from debt.
Borrowings at floating rates expose CITIC Limited to cash flow interest rate risk, while borrowings at fixed
rates expose CITIC Limited to fair value interest rate risk. Based on its balance sheet and market conditions,
CITIC Limited and its non-financial subsidiaries will conduct analysis and sensitivity testing on interest rate
risk, adopt a flexible approach in choosing financing instruments at floating and fixed rates, or choose to
employ, at the suitable time, the interest rate swaps and other derivative instruments approved for use by
the ALCO to manage interest rate risk.
Details of interest rate risk management are set out in Note 32(c) to the consolidated financial statements.
2.
Currency risk
CITIC Limited has major operations in mainland China, Hong Kong and Australia, with Renminbi (“RMB”),
Hong Kong dollar (“HKD”) and United States dollar (“USD”) as functional currencies respectively. The Group’s
member companies are exposed to currency risk from gaps between financial assets and liabilities, future
commercial transactions and net investments in foreign operations that are denominated in a currency
that is not the member company’s functional currency. The reporting currency of the consolidated financial
statements of CITIC Limited is HKD. Translation exposures from the consolidation of subsidiaries, whose
functional currency is not HKD, are not hedged using derivative instruments as no cash exposures are
involved.
CITIC Limited measures its currency risk mainly by currency gap analysis. Where it is appropriate, the Group
seeks to lower its currency risk by matching its foreign currency denominated assets with corresponding
liabilities in the same currency or using forward contracts and cross currency swaps, provided that hedging
is only considered for firm commitments and highly probable forecast transactions.
Details of currency risk management are set out in Note 32 (d) to the consolidated financial statements.
3.
Counterparty risk for financial products
CITIC Limited has business with various financial institutions, including deposits, interbank lending,
financial investment products and derivative financial instruments. To mitigate the risk of non-recovery of
deposited funds or financial instrument gains, member companies of CITIC Limited approve and adjust the
list of counterparties and credit limits of approved financial institutions through internal credit extension
processes and regularly report to ALCO for overall monitoring and supervision.
4.
Commodity risk
Some businesses of CITIC Limited involve the production, procurement, and trading of commodities, and
they face exposure to price risks of commodities such as iron ore, crude oil, gas and coal.
To manage some of its raw material exposures such as supply shortages and price volatility, CITIC Limited
has entered into long-term supply contracts for certain inputs or used plain vanilla futures contracts for
hedging. While CITIC Limited views that natural offsetting is being achieved to a certain extent across its
different business sectors, it performs continual risk management review to ensure commodity risks are well
understood and controlled within its business strategies.
5.
Market price risk
CITIC Limited holds investments in financial assets classified as available-for-sale financial assets or
financial assets at fair value through profit or loss in the consolidated balance sheet. To control price risks
arising from such investments, the Group actively monitors the price changes and diversifies the relevant
investment risks through appropriate asset allocation.
24
CITIC Limited
Risk Management
Economic Environment
CITIC Limited operates diversified businesses globally in various countries and regions. As a result, its financial
condition, operational results, and business prospects are, to a significantly degree, subject to the development of
both international and domestic economies, as well as the political and legislative environment.
As China’s economy is undergoing structural changes, the formation of new growth drivers involves further
reforms in a variety of areas, including politics, economy, technology, culture and society. With the slower
than expected global economic recovery, growth remains soft in the developed economies and tends to be
more divergent across regions due to significant differences in inherent structures. In emerging markets, albeit
with a slight acceleration in the growth rate, the economic rebound is still vulnerable due to the lowering of
potential market growth as well as the decline in commodity prices and capital outflows. If negative economic
factors appear in countries and regions in which CITIC Limited operates, there might be an adverse impact on its
operational results, financial condition and profitability.
Operational Risk
The financial services business of CITIC Limited covers various sectors, including banking, securities, trust,
insurance, and asset management. As information technology is widely applied in the modern financial services
industry, the reliability of computer systems, computer networks and information management software is
essential to both traditional and innovative financial businesses. Unreliable information technology systems or
underdeveloped network technologies may result in inefficient trading systems, business interruption, or loss
of important information, thus affecting the reputation and service quality of financial institutions or even bring
about economic losses and legal disputes.
CITIC Limited carries out a variety of businesses, including resources and energy, manufacturing, engineering
contracting, real estate and infrastructure, in various countries and regions across the world, which might continue
to encounter a diversity of operational difficulties. Certain difficulties, if beyond the control of CITIC Limited, might
result in production delays or increases in production costs. These operational risks include delay of government
payments, deterioration of tax policies, labour disputes, unforeseen technical failures, various disasters and
emergencies, unexpected changes in mineral, geological or mining conditions, pollution and other environmental
damage, as well as potential disputes with foreign partners, customers, subcontractors, suppliers or local residents
or communities. Such risks would cause damage or loss to the relevant businesses of CITIC Limited, which in turn
could adversely affect its operations, financial condition and profitability.
CITIC Limited
25
Risk Management
Credit Risk
With the proliferation of new market entities, innovative business models, new products, businesses and
counterparties, credit risks could increase and become more complex. In this unpredictable economic climate,
with extensive business operation and counterparties, the Group pays close attention to market developments
and credit risks arising from business partners. Failure to identify and prevent such risks may have an adverse
impact on CITIC Limited’s operation results, financial condition and profitability.
Competitive Markets
CITIC Limited operates its businesses in highly competitive markets. Failure to compete in terms of product
specifications, service quality, reliability or price may have an adverse impact on CITIC Limited:
–
The financial services business faces fierce competition from domestic and international commercial banks
and other financial institutions.
–
The engineering contracting business is challenged by global peers as well as China’s large state-owned
enterprises and private companies.
–
Resources and energy, manufacturing, real estate and infrastructure operations, and other businesses in
different sectors also face severe competition over resources, technologies, prices and services.
Intensification of competition might result in lower product prices, narrower profit margins and loss of market
share for CITIC Limited.
Other External Risks and Uncertainties
Impact of local, national and international laws and regulations
CITIC Limited faces local business risks in different countries and regions. Such risks might have a significant
impact on the financial condition, operations and business prospects of CITIC Limited in the relevant markets.
The investments of CITIC Limited in countries and regions across the world might at present or in future be
affected by changes in local, national or international political, social, legal, tax, regulatory and environmental
requirements from time to time. In addition, new government policies or measures, if introducing changes in
fiscal, tax, regulatory, environmental or other aspects that may affect competitiveness, could result in an additional
or unforeseen increase in operating expenses and capital expenditures, produce risks to the overall return on
investment of CITIC Limited, and delay or impede its business operations and hence adversely affect revenue and
profit.
26
CITIC Limited
Risk Management
Impact of new accounting standards
The Hong Kong Institute of Certified Public Accountants (“HKICPA”) issues new and revised Hong Kong Financial
Reporting Standards (“HKFRSs”) from time to time. As the accounting standards continue to evolve, HKICPA might
further issue new and revised HKFRSs in the future. The new accounting policies, if required to be adopted by
CITIC Limited, could have a significant impact on its financial condition and operations.
Natural disasters or events, terrorism and diseases
The business of CITIC Limited could be affected by events such as earthquakes, typhoons, tropical cyclones,
inclement weather, acts or threats of terrorism, or outbreaks of highly contagious diseases, which could directly
or indirectly reduce the supply of essential goods or services or reduce economic activities on a local, regional or
global scale. Any of these disasters might damage the businesses of CITIC Limited, which would have a material
adverse impact on the financial condition and operational results of CITIC Limited.
CITIC Limited and its subsidiaries are committed to constantly improving its risk monitoring and management
mechanism in order to promote risk identification and assessment at all levels; strengthen risk assessment and
monitoring of major projects and key businesses; and manage counterparty credit risks. CITIC Limited stays
fully informed of the operations, financial condition and major business progress of its subsidiaries through offsite monitoring, on-site inspections and other means to assess the risks that may arise. Through risk reports on
weaknesses and potential risks, CITIC Limited supervises and implements risk management and control measures
to improve comprehensive risk management practices and initiatives across the Group.
CITIC Limited
27
Human Resources
Remuneration
We have adopted a market-based incentive and appraisal regime that correlates salary with performance.
This approach underlies our human resources policies, including salary adjustments, bonus distributions, job
promotions, training and staff incentives. Our market-oriented remuneration policy is guided by the remuneration
policies of governments in the respective jurisdictions where we are located, making reference to data provided
by professional advisory bodies.
Equal emphasis is placed on the external competitiveness of employee remuneration and fairness in internal
remuneration. We are in strict compliance with government requirements for insurance and benefit plans, working
hours and vacation policies. Most of our subsidiaries also provide their employees with additional benefits and
insurance coverage, such as supplementary pension schemes (voluntary contributions to mandatory provident
funds) and supplementary medical insurance.
Training
We provide staff with training opportunities through a variety of channels to enhance their professional
capabilities and to stimulate value creation. We also offer diverse career development plans for our employees to
better attract and retain talent.
28
CITIC Limited
Past Performance and Forward Looking Statements
Performance and results of the operations of CITIC Limited for previous years described within this Half-Year
Report are historical in nature. Past performance is no guarantee of the future results of CITIC Limited. This
Half-Year Report may contain forward-looking statements and opinions, and therefore risks and uncertainties are
involved. Actual results may differ materially from expectations discussed in such forward-looking statements
and opinions. None of CITIC Limited, the Directors, employees or agents assumes (a) any obligation to correct or
update any forward-looking statements or opinions contained in this Half-Year Report; and (b) any liability arising
from any forward-looking statements or opinions that do not materialise or prove to be incorrect.
CITIC Limited
29
Consolidated Income Statement
For the six months ended 30 June 2015
Unaudited
Six months ended 30 June
Note
Interest income
Interest expenses
Net interest income
5(a)
Fee and commission income
Fee and commission expenses
2015
HK$ million
2014
HK$ million
(Restated)
136,793
(73,074)
129,686
(71,152)
63,719
58,534
24,640
(1,169)
18,634
(871)
5(b)
23,471
17,763
Other revenue
5(c)
5(d)
98,115
16,156
119,846
4,484
114,271
124,330
201,461
(81,558)
5,022
200,627
(102,325)
3,920
(19,996)
(1,665)
(40,980)
391
3,209
563
(13,968)
(1,111)
(37,825)
1,100
1,152
1,716
66,447
1,525
(5,718)
53,286
989
(5,516)
Total revenue
Cost of sales and services
Other net income
Impairment losses on
– Loans and advances to customers
– Others
Other operating expenses
Net valuation gain on investment properties
Share of profits of associates, net of tax
Share of profits of joint ventures, net of tax
6
7
Profit before net finance charges and taxation
Finance income
Finance costs
Net finance charges
8
(4,193)
(4,527)
Income tax
9
10
62,254
(13,295)
48,759
(11,445)
Profit for the period
48,959
37,314
Attributable to:
Ordinary shareholders of the Company
Holders of perpetual capital securities
Non-controlling interests
37,685
565
10,709
25,896
562
10,856
48,959
37,314
1.51
1.04
Earnings per share (HK$)
Basic and diluted
12
The notes on pages 38 to 103 form part of these condensed unaudited consolidated interim accounts.
30
CITIC Limited
Consolidated Statement of Comprehensive Income
Unaudited
Note
Other comprehensive income/(loss) for the period
(after tax and reclassification adjustments)
Items that have been reclassified or may be reclassified
subsequently to profit or loss:
Available-for-sale financial assets: net movement in the
fair value reserve
Cash flow hedge: net movement in the hedging reserve
Share of other comprehensive loss of associates and
joint ventures
Exchange differences on translation of financial statements of
subsidiaries, associates and joint ventures and others
Other comprehensive loss for the period, net of tax
2015
HK$ million
2014
HK$ million
(Restated)
48,959
37,314
183
320
4,358
(240)
13
(509)
(67)
2
(5,337)
(4)
(1,286)
Total comprehensive income for the period
48,955
36,028
Attributable to:
Ordinary shareholders of the Company
Holders of perpetual capital securities
37,406
565
10,984
25,469
562
9,997
Total comprehensive income for the period
48,955
36,028
CITIC Limited
31
Consolidated Balance Sheet
As at 30 June 2015
Note
Assets
Cash and deposits
Placements with banks and non-bank financial institutions
Financial assets at fair value through profit or loss
Derivative financial instruments
Trade and other receivables
Amounts due from customers for contract work
Inventories
Financial assets held under resale agreements
Available-for-sale financial assets
Held-to-maturity investments
Interests in associates
Interests in joint ventures
Fixed assets
Investment properties
Intangible assets
Goodwill
Deferred tax assets
Other assets
15
16
17
18
19
20
21
22
23
24
35(a)
Total assets
Liabilities
Borrowing from central banks
Deposits from banks and non-bank financial institutions
Placements from banks and non-bank financial institutions
Financial liabilities at fair value through profit or loss
Derivative financial instruments
Trade and other payables
Amounts due to customers for contract work
Financial assets sold under repurchase agreements
Employee benefits payables
Income tax payable
Provisions
Deferred tax liabilities
Other liabilities
Total liabilities
32
CITIC Limited
25
17
26
27
28
29
30 June
2015
HK$ million
(Unaudited)
31 December
2014
HK$ million
(Audited)
851,286
108,898
52,160
9,119
152,878
1,666
145,769
99,529
2,865,100
459,633
234,529
1,150,228
52,164
26,199
199,156
28,785
23,284
19,997
24,704
32,223
897,161
86,428
37,248
10,594
130,747
1,447
133,258
172,100
2,711,851
328,062
225,700
834,652
51,616
31,016
179,303
28,744
21,024
13,709
24,277
28,894
6,537,307
5,947,831
12,744
1,145,876
26,123
–
11,091
214,953
8,671
8,735
3,882,008
18,500
8,199
223,980
322,779
2,594
8,075
21,833
63,445
871,213
24,257
726
13,474
193,957
10,646
52,745
3,586,508
20,845
10,890
218,993
273,126
2,932
7,409
21,158
5,916,161
5,372,324
Consolidated Balance Sheet
As at 30 June 2015
30 June
2015
HK$ million
(Unaudited)
31 December
2014
HK$ million
(Audited)
324,198
13,832
123,321
324,198
13,834
93,928
Total ordinary shareholders’ funds and perpetual capital
securities
461,351
159,795
431,960
143,547
Total equity
621,146
575,507
6,537,307
5,947,831
Note
Equity
Share capital
Perpetual capital securities
Reserves
30
Total liabilities and equity
Approved and authorised for issue by the board of directors on 24 August 2015.
Director: Chang ZhenmingDirector: Wang Jiong
CITIC Limited
33
Consolidated Statement of Changes in Equity
Note
NonInvestment
Perpetual
controlling
related
General
Retained Exchange
capital
Capital
Hedging
Share
interests Total equity
reserves
reserve
earnings
reserve
Total
reserve
reserve
capital securities
HK$ million HK$ million HK$ million HK$ million HK$ million HK$ million HK$ million HK$ million HK$ million HK$ million HK$ million
Six months ended 30 June 2015
(unaudited)
Balance at 1 January 2015
324,198
13,834
(60,869)
92
4,885
24,836
109,387
15,597
431,960
143,547
575,507
9
–
565
–
–
–
–
37,685
–
38,250
10,709
48,959
13
–
–
–
285
(398)
–
–
(166)
(279)
275
(4)
–
565
–
285
(398)
–
37,685
(166)
37,971
10,984
48,955
–
–
–
–
–
–
–
–
–
4,152
4,152
–
–
–
–
–
–
(4,981)
–
(4,981)
–
(4,981)
–
–
–
–
–
–
–
–
–
(1,888)
(1,888)
–
–
(567)
–
–
–
–
–
–
–
–
–
–
–
–
–
(567)
–
–
2,966
(567)
2,966
–
–
–
–
(3,034)
2
–
–
–
–
–
–
–
–
–
–
(3,034)
2
–
34
(3,034)
36
Other changes in equity
–
(567)
(3,032)
–
–
–
(4,981)
–
(8,580)
5,264
(3,316)
Balance at 30 June 2015
324,198
13,832
(63,901)
377
4,487
24,836
142,091
15,431
461,351
159,795
621,146
Other comprehensive income/(loss)
for the period
Total comprehensive income/(loss)
for the period
Capital injection by non-controlling
interests
Dividends paid to ordinary
shareholders of the Company
Dividends paid to non-controlling
interests of subsidiaries
Distribution to holders of perpetual
capital securities
New subsidiaries
Put options issued in business
combinations
Others
34
11
35
35(a)
CITIC Limited
Consolidated Statement of Changes in Equity
For the six months ended 30 June 2014 (Restated)
NonInvestment
Capital Perpetual
controlling
related General Retained Exchange
capital
Capital Hedging
Share
Share redemption
reserve earnings
reserve
Total interests Total equity
reserve
reserve reserves
reserve securities
capital premium
Note HK$ million HK$ million HK$ million HK$ million HK$ million HK$ million HK$ million HK$ million HK$ million HK$ million HK$ million HK$ million HK$ million
(unaudited)
Balance at 1 January 2014
1,460
36,533
29
13,838
202,637
1,031
(4,324)
19,249
97,881
17,280
385,614
130,938
516,552
9
–
–
–
562
–
–
–
–
25,896
–
26,458
10,856
37,314
13
–
–
–
–
–
(240)
2,850
–
–
(3,037)
(427)
(859)
(1,286)
–
–
–
562
–
(240)
2,850
–
25,896
(3,037)
26,031
9,997
36,028
–
–
–
–
–
–
–
–
–
–
–
147
147
–
–
–
–
–
–
–
–
–
–
–
2,303
2,303
–
–
–
–
–
–
–
–
(912)
–
(912)
–
(912)
–
–
–
–
–
–
–
–
–
–
–
(5,797)
(5,797)
–
–
–
(567)
–
–
–
–
–
–
(567)
–
(567)
–
–
–
–
21,455
–
–
–
–
–
21,455
–
21,455
–
–
–
–
–
–
–
–
(21,455)
–
(21,455)
–
(21,455)
36,562
–
(36,533)
–
(29)
–
–
–
–
95
–
–
–
–
–
–
–
–
–
–
–
95
–
(666)
–
(571)
Other changes in equity
36,562
(36,533)
(29)
(567)
21,550
–
–
–
(22,367)
–
(1,384)
(4,013)
(5,397)
Balance at 30 June 2014
38,022
–
–
13,833
224,187
791
(1,474)
19,249
101,410
14,243
410,261
136,922
547,183
Other comprehensive income/(loss) for
the period
Total comprehensive income/(loss) for
the period
Capital injection by non-controlling
interests
Issue of other equity instruments by a
subsidiary
Dividends paid to ordinary shareholders
of the Company
Dividends paid to non-controlling
interests
Distribution to holders of perpetual
capital securities
Prior to business combination under
common control, the acquired
subsidiary:
1. capital injection by the ultimate
controlling shareholder
2. dividends paid to the ultimate
controlling shareholder
Transition to no-par value regime on
3 March 2014
Others
11
30(a)
CITIC Limited
35
Consolidated Cash Flow Statement
Unaudited
Note
Cash flows from operating activities
Adjustments for:
– Depreciation and amortisation
– Impairment losses
– Net valuation gain on investment properties
– Net valuation gain on investments
– Share of profits of associates and joint ventures, net of tax
– Interest expenses on debt instruments issued
– Finance income
– Finance costs
– Net gain on available-for-sale financial assets
– Net gain on disposal of subsidiaries, associates and
joint ventures
Changes in working capital
Decrease/(increase) in deposits with central banks, banks and
non-bank financial institutions
(Increase)/decrease in placements with banks and non-bank
Increase in financial assets at fair value through profit or loss
and derivative financial assets
Increase in trade and other receivables
Increase in amounts due from customers for contract work
Increase in inventories
Decrease/(increase) in financial assets held under resale
agreements
Increase in loans and advances to customers and other parties
Increase in investments classified as receivables
Increase in other assets
Increase in deposits from banks and non-bank financial institutions
Increase/(decrease) in placements from banks and non-bank
(Decrease)/increase in financial liabilities at fair value through
profit or loss and derivative financial liabilities
Increase in trade and other payables
Decrease in amounts due to customers for contract work
(Decrease)/increase in financial assets sold under repurchase
agreements
Increase in deposits from customers
Decrease in borrowing from central bank
(Decrease)/increase in other liabilities
Decrease in employee benefits payables
(Decrease)/increase in provisions
Cash generated from operating activities
Income tax paid
Net cash generated from operating activities
36
CITIC Limited
9(b)
5(a)
8
8
2015
HK$ million
2014
HK$ million
(Restated)
62,254
48,759
5,837
21,661
(391)
(261)
(3,772)
4,816
(1,525)
5,718
(3,591)
5,077
15,079
(1,100)
(907)
(2,868)
2,212
(989)
5,516
(356)
(13,160)
(429)
77,586
69,994
30,273
(54,376)
(31,016)
44,405
(8,528)
(17,621)
(219)
(12,484)
(14,059)
(26,852)
(7)
(3,486)
72,454
(170,120)
(314,781)
(8,085)
273,120
(123,568)
(212,660)
(332,885)
(4,444)
290,738
1,026
(3,467)
(725)
6,865
(1,978)
774
1,507
(85)
(43,928)
286,528
(50,600)
(3,817)
(2,350)
(338)
1,306
504,704
–
3,198
(2,784)
276
81,262
(16,265)
138,229
(11,868)
64,997
126,361
Consolidated Cash Flow Statement
Unaudited
2015
HK$ million
2014
HK$ million
(Restated)
460,865
389,305
136
14,360
1,236
335
193
2,465
2,970
(602,555)
1,323
(403,493)
(12,269)
(8,562)
(6,861)
(99)
(142,118)
(18,533)
–
445
112,725
21,455
175
62,166
(168,258)
121,600
–
(75,261)
20,432
2,304
(12,502)
(1,440)
(4,981)
(567)
(10,232)
(785)
(22,372)
(567)
Net cash generated from/(used in) financing activities
47,022
(2,685)
Net (decrease)/increase in cash and cash equivalents
(30,099)
105,143
Cash and cash equivalents at 1 January
Effect of exchange rate changes
347,891
1,875
337,894
705
Cash and cash equivalents at 30 June
319,667
443,742
Note
Cash flows from investing activities
Proceeds from disposal and redemption of investments
Proceeds from disposal of fixed assets, intangible assets and
other assets
Proceeds from disposal of associates and joint ventures
Net cash received from disposal of subsidiaries
Dividends received from equity investments, associates and
joint ventures
Payments for purchase of investments
Payments for additions of fixed assets, intangible assets and
other assets
Net cash payment for acquisition of subsidiaries, associates
and joint ventures
Net cash used in investing activities
Cash flows from financing activities
Capital injection received from the controlling shareholder
Capital injection received from non-controlling interests
Proceeds from new bank and other loans
Repayment of bank and other loans and debt instruments
issued
Proceeds from new debt instruments issued
Proceeds from other equity instrument issued
Interest paid on bank and other loans and debt instruments
issued
Dividends paid to non-controlling interests
Dividends paid to ordinary shareholders of the Company
Distribution paid to holders of perpetual capital securities
CITIC Limited
37
Notes to the Consolidated Financial Statements
1 General information
CITIC Limited (the “Company”) is incorporated in Hong Kong, the shares of which are listed on the Main
Board of the Stock Exchange of Hong Kong Limited. Details of the acquisition of CITIC Corporation Limited
(“CITIC Corporation”) were set out in the Company’s annual financial statements for the year ended 31
December 2014. The Company and its subsidiaries (collectively referred to as the “Group”) are principally
engaged in financial services, resources and energy, manufacturing, engineering contracting, real estate and
infrastructure and other businesses.
The parent and the ultimate holding company of the Company is CITIC Group Corporation (“CITIC Group”).
These condensed unaudited consolidated interim accounts (the “Accounts”) are presented in millions of
Hong Kong dollars (“HK$”), unless otherwise stated.
2 Basis of preparation
The Accounts have been prepared in accordance with Hong Kong Accounting Standard (“HKAS”) 34 “Interim
Financial Reporting” and Appendix 16 to the Rules Governing the Listing of Securities on The Stock Exchange
of Hong Kong Limited. The Accounts should be read in conjunction with the Company’s annual financial
statements for the year ended 31 December 2014, which have been prepared in accordance with Hong Kong
Financial Reporting Standards (“HKFRS”).
The Company obtained control of CITIC Corporation through business combination under common control
on 25 August 2014. The financial statements of CITIC Corporation are included in the Group’s comparative
interim accounts as at 30 June 2014 and for the six-month period then ended as if the combination had
occurred from the date when the ultimate controlling party first obtained control. The comparative interim
accounts were prepared and restated using the carrying amount of assets and liabilities of CITIC Corporation.
The accounting policies adopted in the preparation of the Accounts are consistent with those adopted in
the Company’s annual financial statements for the year ended 31 December 2014, except in relation to the
following amendments which became effective after 1 July 2014 that are relevant to the Group:
Amendments to HKAS 19, Defined benefit plans: Employee contribution
Annual improvements to HKFRSs 2010-2012 cycle
Annual improvements to HKFRSs 2011-2013 cycle
Adoption of the above amendments does not have a significant impact on the Accounts.
38
CITIC Limited
2 Basis of preparation (continued)
The Group has not applied the following amendments to standards and new standards which are not yet
effective for the financial year beginning after 1 January 2015 and which have not been early adopted in the
Accounts.
HKAS 1 (Amendment)
HKAS 16 and HKAS 38 (Amendment)
HKAS 27 (Amendment)
HKAS 28 and HKFRS 10 (Amendments)
HKFRS 10, HKFRS 12 and HKAS 28
(Amendment)
HKFRS 11 (Amendment)
Annual Improvement Project
HKFRS 15
HKFRS 9
(1)
(2)
(3)
The disclosure initiative (1)
Clarification of acceptable methods of depreciation and
amortisation (1)
Separate financial statements regarding the equity method (1)
Sale or contribution of assets between an investor and its
associate or joint venture (1)
Investment entities: applying the consolidation exception (1)
Accounting for acquisitions of interests in joint operations (1)
Annual Improvements 2012-2014 Cycle (1)
Revenue from Contracts with Customers (2)
Financial Instruments (3)
Effective for the accounting period beginning on 1 January 2016
The Group is in the process of making an assessment of the impact of the above new standards and
amendments to standards.
In addition, the requirements of Part 9 “Accounts and Audit” of the new Hong Kong Companies Ordinance (Cap.
622) came into operation during the financial year. The Group has concluded that the impact is unlikely to be
significant and will primarily only affect the presentation and disclosure of information in the Accounts.
3 Critical accounting estimates and judgement
In addition to those described below, the accounting estimates and judgements required to be made in
preparation of the Accounts are consistent with those set out in the Company’s annual financial statements
for the year ended 31 December 2014.
(a) Assets acquired/liabilities assumed in business combination
Assets/liabilities in CITIC Envirotech Ltd. (“CITIC Envirotech”, formerly known as United Envirotech Ltd.)
as disclosed in Note 35(a) were recognised at fair value in connection with the Group’s acquisition of
this entity. The fair values of the acquired assets/assumed liabilities were determined based on valuation
methodologies and techniques that involved the use of a third-party valuation firm’s expertise. The
judgements and assumptions used in that valuation of assets and liabilities along with the assumptions
on the useful lives of acquired assets have an effect on the Accounts.
(b)
There was no significant update for the six months ended 30 June 2015 in respect of the EPC (engineering,
procurement and construction) contract with Metallurgical Corporation of China (“MCC”) in relation to
the processing area and related facilities at the Group’s Sino Iron Project in Western Australia.
Details were set out in the Company’s annual financial statements for the year ended 31 December
2014.
CITIC Limited
39
3 Critical accounting estimates and judgement (continued)
(c)
Sino Iron Pty Ltd (“Sino Iron”) and Korean Steel Pty Ltd (“Korean Steel”), subsidiary companies of the
Company (together the “CITIC Parties”), are parties to Mining Right and Site Lease Agreements (“MRSLAs”)
with Mineralogy Pty Ltd (“Mineralogy”). Among other things, those agreements, together with other
project agreements, provide Sino Iron and Korean Steel the right to construct the Sino Iron Project and
take two billion tonnes of magnetite ore.
There are currently a number of disputes on foot between the CITIC Parties and Mineralogy. Details
of relating disputes were set out in the Company’s annual financial statements for the year ended 31
December 2014. Developments in those disputes since that time are summarised below.
(i) The Option Agreement legal proceeding
In February 2015, Mineralogy and Mr. Palmer were granted leave to amend the terms of
their Further Amended Defence. They now concede that the Company is entitled to seek the
declarations it sought in this proceeding. The only issue to be determined at trial should be the
question of whether there is utility in the Court making the declarations sought by the Company.
The trial has been listed for hearing on 1 October 2015.
Mineralogy recently agreed that a new company should be incorporated for the purpose of
being the further company to be acquired under the Option Agreement. The Company’s lawyers
incorporated the new company and notified Mineralogy of the incorporation. Mineralogy
responded by making a fresh assertion that the Option Agreement had been frustrated. The CITIC
Parties do not agree with this assertion and are continuing to prepare for the trial.
(ii) Royalty Component B/Restitution legal proceedings
In mid-March 2015, the Company and its subsidiaries filed an amended defence and counterclaim
in the Royalty B proceeding to address, among other things, the validity of Mineralogy’s default
and termination notices in light of the requirement in the State Agreement governing the Sino
Iron Project to ensure the continuous operation of the Sino Iron Project. The State of Western
Australia applied to intervene in the proceeding on the basis that it was an interested party. The
CITIC Parties supported, and Mineralogy did not oppose, the State’s application to intervene. The
Court granted the State’s application and so the State will be permitted to make submissions on
the State Agreement issues arising in this proceeding.
In late March 2015, the CITIC Parties filed a new proceeding against Mineralogy and Mr. Palmer
seeking restitution of benefits received by each of them consequent upon the termination of
the MRSLAs (if the Court finds, contrary to the case of the CITIC Parties, that the MRSLAs have
been frustrated and/or that Mineralogy’s termination notices are valid and the court does not
order relief against forfeiture in favour of the CITIC Parties). Mineralogy applied to strike out the
restitution claim. That application was heard on 30 July 2015. The court reserved its decision in
relation to that application and its decision is expected later this year.
40
CITIC Limited
(c)
take two billion tonnes of magnetite ore. (continued)
(iii) The Facilities Deeds/Port of Cape Preston legal proceeding
The pleadings in this proceeding were amended to address the validity of certain notices of
termination of the Facilities Deeds issued by Mineralogy in late 2014, as well as certain other
matters, including the requirement in the State Agreement to ensure the continuous operation of
the Sino Iron Project. The State of Western Australia applied to intervene in this proceeding, as it
did in the Royalty B proceeding, so that it could make submissions on the operation of the State
Agreement. The State’s application to intervene was opposed by Mineralogy, but granted by the
Court.
The Court’s reasons for decision were handed down on 14 August 2015. The CITIC Parties were
successful in this proceeding. The Court dismissed Mineralogy’s application for various orders
arising from its asserted rights at the Port of Cape Preston and as to the port terminal facilities of
the CITIC Parties. The Court found that “not only does Mineralogy not have the rights to possess,
control, own, operate or manage the port terminal facilities, but the CITIC Parties were under a
duty to operate and maintain them by the operation of provisions in later agreements”. The Court
also made orders permanently restraining Mineralogy from acting upon termination notices issued
by Mineralogy to the CITIC Parties in November 2014.
(iv) The Part IV Environment Protection Act Approvals legal proceedings
Mineralogy is seeking to appeal the decision of the Supreme Court of Western Australia that it is
obliged to apply to the Minister for the Environment for the transfer of the status of the proponent
under a number of key environmental approvals to Sino Iron and Korean Steel. Mineralogy has
not applied to transfer the status of the proponent as ordered by the Court, pending the hearing
of the appeal. Sino Iron and Korean Steel applied for supplementary orders to force Mineralogy
to apply to transfer the status of proponent. That application was heard on 27 and 28 May 2015.
However, the Court dismissed the application for supplementary orders, which does not affect the
declaration made by the Court at first instance. The appeal is to be heard on 6 November 2015.
CITIC Limited
41
(c)
take two billion tonnes of magnetite ore. (continued)
(v) New Minimum Production Royalty Claims
Since the delivery of the judgement in the Port of Cape Preston proceeding on 14 August 2015,
companies controlled by Mr. Palmer have brought two new proceedings against the CITIC Parties
and certain others. Each new proceeding relates to the minimum production royalty.
On 19 August 2015, Mineralogy initiated a new proceeding in the Supreme Court of Western
Australia relating to alleged breaches of the MRSLAs (being failure to pay the minimum production
royalty). The writ of summons in relation to the new proceeding has been filed but has not yet
been served on the CITIC Parties. The writ claims payment of US$98,298,000 by each of Sino Iron
and Korean Steel and US$196,596,000 by the Company as guarantor of Sino Iron and Korean
Steel’s obligations under the MRSLAs. Mineralogy previously made a similar claim in the Royalty
B proceeding but it was abandoned in November 2013. Sino Iron and Korean Steel are currently
seeking declarations in the Royalty B proceeding including that the clause providing for the
minimum production royalty is unenforceable and that they were prevented by factors outside
their control from reaching the relevant production levels within the specified timeframe.
On 21 August 2015, Queensland Nickel Pty Ltd (“Queensland Nickel”), a company controlled by
Mr. Palmer, commenced a new proceeding in the Supreme Court of Queensland. The Claim and
Statement of Claim have been filed but not yet served on the defendants. The Statement of Claim
alleges that non-payment of the minimum production royalty by the Company and its subsidiaries
amounted to unconscionable conduct pursuant to s21 of the Australian Consumer Law (“ACL”)
and that specified individual officers of the CITIC Parties were knowingly concerned in the alleged
contravention. Queensland Nickel claims that Mineralogy intended to advance the sum of $120
million (presumably AUD) to Queensland Nickel to carry out planned roaster fuel conversions and
that non-payment of the minimum production royalty has resulted in that advance not being
made. Queensland Nickel claims damages pursuant to s236 of the ACL, on the basis that the
roaster fuel conversions would have given rise to cost savings of approximately $137,500,000 to
date and future cost savings of $96 million per year.
These matters are ongoing. The Group intends to contest all existing legal proceedings, and any
future claims, vigorously. There have been no entries made to the Accounts in relation to these
matters.
42
CITIC Limited
4Taxation
The statutory income tax rate of the Company and its subsidiaries located in Hong Kong for the six months
ended 30 June 2015 is 16.5% (six months ended 30 June 2014: 16.5%).
Except for the preferential tax treatments, the income tax rate applicable to the Group’s other subsidiaries in
Mainland China for the six months ended 30 June 2015 is 25% (six months ended 30 June 2014: 25%).
Taxation for other overseas subsidiaries is charged at the rates of taxation prevailing in the countries/
jurisdiction in which the overseas subsidiaries operate.
5Revenue
As a multi-industry conglomerate, the Group is principally engaged in financial services, resources and
energy, manufacturing, engineering contracting, real estate and infrastructure and other businesses.
For financial services segment, revenue mainly comprises net interest income, net fee and commission
income and net trading gain (see Notes 5(a), 5(b) and 5(d)). For non-financial services segment, revenue
mainly comprises total invoiced value of sales of goods, services rendered to customers and revenue from
construction contracts (see Note 5(c)).
The Group’s customer base is diversified and there is no single customer with which transactions have
exceeded 10% of the Group’s revenue.
(a) Net interest income
Interest income arising from:
Deposits with central banks, banks and non-bank financial
institutions
Placements with banks and non-banks financial institutions
Investments in debt securities
Others
Interest expenses arising from:
Borrowing from central banks
Deposits from banks and non-bank financial institutions
Placements from banks and non-bank financial institutions
Financial assets sold under repurchase agreements
Others
Net interest income
2015
HK$ million
2014
HK$ million
(Restated)
5,735
1,779
3,041
29,356
86,666
10,198
18
9,428
3,867
9,131
18,770
80,359
8,129
2
136,793
129,686
(790)
(25,612)
(331)
(429)
(41,075)
(4,816)
(21)
–
(25,057)
(1,141)
(608)
(42,131)
(2,212)
(3)
(73,074)
(71,152)
63,719
58,534
CITIC Limited
43
5Revenue (continued)
(b) Net fee and commission income
Consultancy and advisory fees
Bank card fees
Settlement and clearing fees
Commission for wealth management services
Agency fees and commission
Guarantee fees
Trustee commission and fees
Others
2015
2014
HK$ million
HK$ million
(Restated)
4,795
4,219
7,402
4,645
1,320
1,539
3,249
2,239
2,607
1,034
2,042
2,279
2,797
2,562
428
117
24,640
18,634
(1,169)
(871)
23,471
17,763
(c) Sales of goods and services
Sales of goods
Services rendered to customers
Revenue from construction contracts
2015
2014
HK$ million
HK$ million
(Restated)
79,517
97,567
12,935
14,829
5,663
7,450
98,115
119,846
(d) Other revenue
Net trading gain (note (i))
Net gain on investment assets attributable to subsidiaries
under financial services segment
Others
2015
2014
HK$ million
HK$ million
(Restated)
1,802
3,395
13,892
462
16,156
1,045
44
4,484
(i) Net trading gain
2015
2014
HK$ million
HK$ million
(Restated)
Trading profit/(loss):
– debt securities
– foreign currencies
– derivatives
44
CITIC Limited
1,294
1,462
(954)
856
882
1,657
1,802
3,395
6 Cost of sales and services
Cost of goods sold
Cost of services rendered
Cost of construction contracts
2015
HK$ million
2014
HK$ million
(Restated)
68,132
8,545
4,881
86,509
9,726
6,090
81,558
102,325
7 Other net income
Net gain on disposal of subsidiaries, associates and joint ventures
Net gain on financial assets attributable to subsidiaries under
non-financial services segment
Commissions income, net foreign exchange gain and others
2015
HK$ million
2014
HK$ million
(Restated)
951
587
3,000
1,071
1,362
1,971
5,022
3,920
8 Net finance charges
Finance costs
– Interest on bank loans and other loans
– Interest on debt instruments issued and other interest expenses
Less: interest expense capitalised
Other finance charges
Other financial instruments
Finance income
2015
HK$ million
2014
HK$ million
(Restated)
6,787
1,827
5,412
2,262
8,614
(3,162)
7,674
(2,584)
5,452
266
–
5,090
424
2
5,718
(1,525)
5,516
(989)
4,193
4,527
CITIC Limited
45
9 Profit before taxation
Profit before taxation is arrived at after charging below costs and expenses in cost of sales and services and
other operating expenses:
(a) Staff costs
Salaries and bonuses
Contributions to defined contribution retirement schemes
Others
2015
HK$ million
2014
HK$ million
(Restated)
16,360
1,517
3,782
15,071
1,474
3,375
21,659
19,920
(b) Other items
Amortisation
Depreciation
Operating lease charges: minimum lease payments
2015
HK$ million
2014
HK$ million
(Restated)
1,284
4,553
546
989
4,088
656
10 Income tax
2015
HK$ million
2014
HK$ million
(Restated)
13,396
62
12,031
393
13,458
12,424
Current tax – Hong Kong
Provision for Hong Kong profits tax
470
541
Current tax – Overseas
Provision
393
531
14,321
13,496
(1,026)
(2,051)
13,295
11,445
Current tax – Mainland China
Provision for enterprise income tax
Land appreciation tax
Deferred tax
Origination and reversal of temporary differences
The particulars of the applicable income tax rates are disclosed in Note 4.
46
CITIC Limited
11Dividends
2014 Final dividend paid: HK$0.20 (2013: HK$0.25) per share
2015 Interim dividend proposed: HK$0.10 (2014: HK$0.015) per share
2015
HK$ million
2014
HK$ million
4,981
2,909
912
374
12 Earnings per share
The calculation of basic earnings per share is based on the profit attributable to ordinary shareholders of
the Company of HK$37,685 million for the six months ended 30 June 2015 (six months ended 30 June 2014:
HK$25,896 million) and the weighted average number of 24,903 million ordinary shares (six months ended 30
June 2014: 24,903 million ordinary shares), calculated as follows:
Weighted average number of ordinary shares (in million):
2015
2014
(Restated)
Issued ordinary shares as at 1 January
Effect of shares issued as a consideration for business combination
under common control
24,903
3,649
–
21,254
Weighted average number of ordinary shares as at 30 June
24,903
24,903
The diluted earnings per share for the six months ended 30 June 2015 and 2014 are the same as the basic
earnings per share. As at 30 June 2015, there are no share options or other equity securities of the Company
in issue which if exercised would have a dilutive effect on the issued ordinary share capital as at 30 June
2015. For the six months ended 30 June 2014, it was deemed that no potential additional ordinary shares
would be issued at no consideration from the exercise of share options because the exercise price was above
the average market price of the Company’s shares for that period.
The basic and diluted earnings per share for the six months ended 30 June 2015 are HK$1.51 (six months
ended 30 June 2014: HK$1.04).
CITIC Limited
47
13 Other comprehensive income/(loss)
(a) Tax effects relating to each component of other comprehensive income/(loss)
2015
2014
Before tax
amount Tax expense
HK$ million HK$ million
Available-for-sale financial assets:
net movement in fair value reserve
Cash flow hedge: net movement in
hedging reserve
Share of other comprehensive loss
of associates and joint ventures
Exchange differences on translation
of financial statements of
subsidiaries, associates and
joint ventures and others
Net-of-tax
amount
HK$ million
Before tax
amount
HK$ million
(Restated)
Tax
(expense)/
benefit
HK$ million
(Restated)
Net-of-tax
amount
HK$ million
(Restated)
245
(62)
183
5,746
(1,388)
4,358
378
(58)
320
(260)
20
(240)
(509)
–
(509)
(67)
–
(67)
2
–
2
(5,337)
–
(5,337)
116
(120)
(4)
82
(1,368)
(1,286)
(b) Components of other comprehensive income/(loss), including reclassification
adjustments
Fair value gains of available-for-sale financial assets
Less: Net amounts previously recognised in other comprehensive
(income)/loss transferred to profit or loss in the
current period
Tax effect
Gains/(losses) arising from cash flow hedge
Less: Net amounts previously recognised in other comprehensive
loss transferred to profit or loss in the current period
Tax effect
Share of other comprehensive loss of associates and joint ventures
Exchange differences on translation of financial statements of
subsidiaries, associates and joint venture, and others
48
CITIC Limited
2015
HK$ million
2014
HK$ million
(Restated)
1,056
5,118
(811)
(62)
628
(1,388)
183
4,358
317
(260)
61
(58)
–
20
320
(240)
(509)
(67)
2
(5,337)
(4)
(1,286)
14 Segment reporting
The Group has presented six reportable operating segments which are financial services, resources and
energy, manufacturing, engineering contracting, real estate and infrastructure and others. Reportable
segments are identified based on operating segments which are determined based on the structure of
the Group’s internal organisation, management requirements and internal reporting system. An operating
segment is a component of the Group that engages in business activities from which it may earn revenues
and incur expenses, whose financial performance is regularly reviewed by the board of directors to make
decisions about resource to be allocated to the segment and assess its performance, and for which financial
information regarding financial position, financial performance and cash flows is available. The details of
these six reportable segments are as follows:
–
Financial services: this segment includes banking, trust, asset management, securities and insurance
services.
–
Resources and energy: the major businesses in this segment include exploration, processing and trading
of resources and energy products, including crude oil, coal and iron ore.
–
Manufacturing: this segment includes manufacturing of special steels, heavy machineries, aluminum
wheels and other products.
–
Engineering contracting: this segment provides contracting and design services for infrastructure, real
estate and industrial projects, etc.
–
Real estate and infrastructure: this segment includes development, sale and holding of properties and
investment and operation of infrastructures.
–
Others: others include various businesses including telecommunication services, motor and food and
consumer products business, commercial aviation services, publication services and other.
(a) Segment results, assets and liabilities
For the purposes of assessing segment performance and allocating resources among segments, the
board of directors monitors the results, assets and liabilities attributable to each reportable segment on
the following bases:
Segment assets are those assets that are attributable to a segment, and segment liabilities are those
liabilities that are attributable to a segment.
Revenue and expenses are allocated to the reportable segments with reference to revenue generated
by those segments and the expenses incurred by those segments or which otherwise arise from the
depreciation of assets attributable to those segments.
The measure used for reporting segment profit is “profit for the period”. To arrive at segment results,
the Group’s profit is further adjusted for items not specially attributed to individual segments, such as
share of results of associates and joint ventures and head office or corporate administrative costs.
Inter-segment pricing is based on similar terms as those available to other external parties.
CITIC Limited
49
14 Segment reporting (continued)
(a) Segment results, assets and liabilities (continued)
Information regarding the Group’s reportable segments as provided to the board of directors for the
purposes of resources allocation and assessment of segment performance for the six months ended 30
June 2015 and 2014 is set out below:
Real
Financial Resources
Engineering estate and
Operation
services and energy Manufacturing contracting infrastructure
Others management Elimination
Total
HK$ million HK$ million HK$ million HK$ million HK$ million HK$ million HK$ million HK$ million HK$ million
Revenue from external customers
Inter-segment revenue
103,254
647
22,146
987
32,336
153
6,240
68
7,223
57
30,170
215
92
–
–
(2,127)
201,461
–
Reportable segment revenue
103,901
23,133
32,489
6,308
7,280
30,385
92
(2,127)
201,461
Share of profits/(losses) of
associates, net of tax
Share of profits/(losses) of joint
ventures, net of tax
Finance income
Finance costs
Depreciation and amortisation
Impairment losses
2,892
3
(69)
(4)
345
51
(9)
–
3,209
301
–
–
(1,499)
(21,556)
(16)
171
(1,289)
(829)
(2)
(66)
152
(562)
(2,084)
(20)
–
237
(74)
(60)
–
144
453
(1,373)
(378)
–
200
96
(449)
(977)
(45)
–
2,340
(3,829)
(10)
(162)
–
(1,924)
1,858
–
124
563
1,525
(5,718)
(5,837)
(21,661)
Profit/(loss) before taxation
54,499
1,385
1,747
1,408
2,714
1,683
(1,467)
285
62,254
Income tax
Profit/(loss) for the period
Attributable to:
– Ordinary shareholders of the
Company
– Non-controlling interests and
securities
(11,312)
43,187
(292)
1,093
(310)
1,437
(413)
995
(616)
2,098
(535)
1,148
(28)
(1,495)
211
496
(13,295)
48,959
33,317
709
1,307
995
2,217
704
(2,060)
496
37,685
9,870
384
130
–
(119)
444
565
–
11,274
As at 30 June 2015
Real
Financial Resources
Operation
Total
50
Reportable segment assets
Including:
5,868,151
162,241
100,180
42,698
262,994
92,559
139,515
(131,031)
6,537,307
28,870
3,875
13,647
5,343
2,976
180
168
–
5,008
10,019
1,469
6,782
26
–
–
–
52,164
26,199
Reportable segment liabilities
Including:
5,438,519
151,255
51,487
34,801
178,571
45,979
214,266
(198,717)
5,916,161
1,521
212,473
44,893
–
16,156
5,818
3,228
–
101,705
–
32,143
5,384
72,027
99,420
(47,693)
(316)
223,980
322,779
CITIC Limited
(a) Segment results, assets and liabilities (continued)
Six months ended 30 June 2014 (Restated)
Real
Financial Resources
Operation
Total
Inter-segment revenue
81,028
(263)
35,421
–
35,004
–
8,135
76
9,549
131
31,490
10
–
–
–
46
200,627
–
Reportable segment revenue
80,765
35,421
35,004
8,211
9,680
31,500
–
46
200,627
Share of profits/(losses) of
associates, net of tax
Share of profits/(losses) of joint
ventures, net of tax
Finance income
Finance costs
Depreciation and amortisation
Impairment losses
1,273
(35)
(334)
(4)
235
19
(2)
–
1,152
146
–
–
(1,348)
(14,981)
1,101
161
(1,314)
(458)
(27)
(12)
152
(547)
(2,108)
(76)
–
277
(34)
(50)
–
226
231
(1,603)
(270)
(14)
255
25
(369)
(834)
(12)
–
2,157
(3,833)
(9)
–
–
(2,014)
2,184
–
31
1,716
989
(5,516)
(5,077)
(15,079)
Profit/(loss) before taxation
39,792
782
1,727
1,702
4,147
1,727
(1,411)
293
48,759
Income tax
Profit/(loss) for the period
Attributable to:
– Ordinary shareholders of the
Company
– Non-controlling interests and
securities
(9,319)
30,473
32
814
(355)
1,372
(484)
1,218
(1,084)
3,063
(283)
1,444
(24)
(1,435)
72
365
(11,445)
37,314
20,993
573
1,124
1,218
2,648
972
(1,997)
365
25,896
9,480
241
248
–
415
472
562
–
11,418
Real
Financial Resources
Operation
Total
Including:
5,322,510
147,903
108,501
44,020
239,930
72,538
138,921
(126,492)
5,947,831
28,608
3,596
11,882
9,621
3,557
247
167
–
5,332
10,236
1,961
7,316
109
–
–
–
51,616
31,016
Reportable segment liabilities
Including:
4,927,978
136,503
59,406
35,820
163,399
39,258
207,573
(197,613)
5,372,324
–
169,215
42,798
–
19,130
5,054
2,142
–
85,765
–
22,603
3,477
85,754
95,660
(39,199)
(280)
218,993
273,126
CITIC Limited
51
(b) Geographical information
An analysis of the Group’s revenue and total assets by geographical area are as follows:
Mainland China
Hong Kong and Macau
Overseas
2015
HK$ million
2014 (Restated)
HK$ million
30 June
2015
HK$ million
31 December
2014
HK$ million
167,746
20,391
13,324
165,526
21,583
13,518
6,076,471
344,502
116,334
5,508,334
322,547
116,950
201,461
200,627
6,537,307
5,947,831
30 June
2015
HK$ million
31 December
2014
HK$ million
9,120
83,417
9,214
82,083
550,712
112,369
4,821
90,847
581,678
88,945
4,886
130,355
851,286
897,161
15 Cash and deposits
Cash
Bank deposits
Balances with central banks (note (i)):
– Statutory deposit reserve funds (note (ii))
– Surplus deposit reserve funds (note (iii))
– Fiscal deposits (note (iv))
Deposits with banks and non-bank financial institutions
Notes:
52
(i)
The balances with central banks represent deposits placed with central banks by China CITIC Bank Corporation Limited (“CITIC Bank”) and CITIC
Finance Company Limited (“CITIC Finance”).
(ii)
CITIC Bank and CITIC Finance place statutory deposit reserves with the People’s Bank of China and overseas central banks where they have
operations. The statutory deposit reserves are not available for use in their daily business.
As at 30 June 2015, the statutory deposit reserve placed by CITIC Bank with the People’s Bank of China was calculated at 16.5% (31 December
2014: 18%) of eligible RMB deposits for domestic branches of CITIC Bank. In addition, CITIC Bank is required to deposit an amount equivalent to 5%
(31 December 2014: 5%) of its foreign currency deposits from domestic branch customers as statutory deposit reserve as at 30 June 2015.
As at 30 June 2015, the statutory RMB deposit reserve rate applicable to Zhejiang Lin’an CITIC Rural Bank Corporation Limited, a subsidiary of
CITIC Bank, was at 11.5% (31 December 2014: 14%).
The amounts of statutory deposit reserves placed with the central banks of overseas countries are determined by local jurisdictions. The foreign
currency reserve deposits placed with the People’s Bank of China are non-interest bearing.
As at 30 June 2015, the statutory deposit reserve placed by CITIC Finance with the People’s Bank of China was calculated at 8.5% (31 December
2014: 14.5%) of eligible RMB deposits from the customers of CITIC Finance. As at 30 June 2015, CITIC Finance is also required to deposit an
amount equivalent to 5% (31 December 2014: 5%) of its foreign currency deposits from the customers as statutory deposit reserve.
CITIC Limited
15 Cash and deposits (continued)
Notes: (continued)
(iii)
The surplus deposit reserve funds are maintained with the People’s Bank of China for the purposes of clearing.
(iv)
Other deposits with central banks primarily represent fiscal deposits placed with the People’s Bank of China that are not available for use in the
daily operations of CITIC Bank, of which fiscal deposits are non-interest bearing.
(v)
In addition to the statutory deposit reserve funds and fiscal deposits, the amount of HK$11,821 million (31 December 2014: HK$9,937 million)
included in cash and deposits as at 30 June 2015 are restricted in use. They mainly include guaranteed deposits and cash received from sale of
properties before completion which is under the supervision by the Housing Administration Bureau of the PRC.
16 Financial assets at fair value through profit or loss
Held for trading purpose:
– Debt trading financial asset (note (a))
– Certificates of interbank deposit (note (b))
– Investment funds (note (c))
– Trading equity investments (note (d))
Financial assets designated at fair value through profit or loss (note (e)):
– Debt trading financial assets
– Others
Issued by:
– Government
– Policy banks
– Banks and non-bank financial institutions
– Corporates
Analysed by remaining maturity:
– Within 3 months
– Between 3 months and 1 year
– Over 1 year
– No fixed terms
30 June
2015
HK$ million
31 December
2014
HK$ million
20,878
18,425
6,363
102
16,164
17,649
2,313
41
3,445
2,947
1,062
19
52,160
37,248
116
1,947
37,035
13,062
1,282
1,731
24,784
9,451
52,160
37,248
8,844
26,644
12,813
3,859
6,843
22,995
7,338
72
52,160
37,248
The remaining term to maturity of financial assets at fair value through profit or loss does not represent the
Group’s intended holding period.
CITIC Limited
53
16 Financial assets at fair value through profit or loss (continued)
(a) Debt trading financial assets
30 June
2015
HK$ million
31 December
2014
HK$ million
1,220
393
19,265
1,054
219
14,891
20,878
16,164
30 June
2015
HK$ million
31 December
2014
HK$ million
18,425
17,649
30 June
2015
HK$ million
31 December
2014
HK$ million
2
6,361
–
2,313
6,363
2,313
30 June
2015
HK$ million
31 December
2014
HK$ million
30
69
3
38
–
3
102
41
30 June
2015
HK$ million
31 December
2014
HK$ million
6,392
1,081
Listed in Hong Kong
Listed outside Hong Kong
Unlisted (note (i))
(b) Certificates of interbank deposit
Unlisted
(c) Investment funds
Unlisted
(d) Trading equity investments
Listed in Hong Kong
Unlisted
(e) Financial assets designated at fair value through profit or loss
Unlisted (note (i))
Note:
(i)
54
Debt securities traded on the China Domestic Inter-bank Bond Market are included in “unlisted”.
CITIC Limited
17 Derivative financial instruments
The Group’s subsidiaries under the financial services segment act as an intermediary to offer derivative
products including interest rate and currency forwards and swap to its customers. These derivative positions
are managed through entering back-to-back deals with external parties to ensure the remaining exposures
are within acceptable risk levels. Meanwhile, derivatives are also used for proprietary trading purposes.
Subsidiaries under non-financial services segment of the Group enter into forward and swap contracts to
hedge their exposure to fluctuations in foreign exchange rates, commodity prices and interest rates.
The following tables and notes provide an analysis of the notional amounts of derivatives and the
corresponding fair values as at the balance sheet date. The notional amounts of the derivatives indicate
the volume of transactions outstanding as at the balance sheet date; they do not represent amounts at
risk. Hedging instruments are derivatives qualified for hedge accounting, and non-hedging instruments are
derivatives not qualified for hedge accounting.
30 June 2015
31 December 2014
Notional
Notional
amount
Assets
Liabilities
amount
Assets
Liabilities
HK$ million HK$ million HK$ million HK$ million HK$ million HK$ million
Hedging instruments
Fair value hedge (note (c)(i)):
– Interest rate derivatives
– Currency derivatives
Cash flow hedge (note (c)(ii)):
– Other derivatives
Non-hedging instruments
– Precious metals derivatives
13,028
915
312
–
22
2
10,304
–
302
–
38
–
21,554
965
254
–
31
14
2,829
81
603
22,490
2,931
160
–
113
10
3,062
223
727
588,613
1,057,963
39,344
15,774
1,506
5,949
1,307
–
1,338
5,607
609
–
372,944
1,242,393
37,728
26,630
961
8,139
1,069
–
1,061
7,875
488
–
1,738,410
9,119
11,091
1,715,580
10,594
13,474
(a) Notional amount analysed by remaining maturity
Within 3 months
Between 3 months and 1 year
Between 1 year and 5 years
Over 5 years
30 June
2015
HK$ million
31 December
2014
HK$ million
727,578
814,055
183,749
13,028
683,165
755,520
261,636
15,259
1,738,410
1,715,580
The remaining term to maturity of derivatives does not represent the Group’s intended holding period.
CITIC Limited
55
17 Derivative financial instruments (continued)
(b) Credit risk weighted amounts
Counter-party default risk:
– Precious metals derivatives
Credit valuation adjustment
30 June
2015
HK$ million
31 December
2014
HK$ million
975
8,359
1,131
8,884
5,757
927
14,264
761
11,662
14,026
25,106
41,640
Notes:
(i)
The credit risk weighted amounts stated above are solely in connection with the derivatives held by CITIC Bank.
(ii)
The credit risk weighted amount has been computed in accordance with “Regulation Governing Capital of Commercial Banks (provisional)”
promulgated by the China Banking Regulatory Commission in the year of 2012, and depends on the status of the counterparties and the
maturity characteristics of the instruments, including those customer-driven back-to-back transactions. The credit risk weighted amounts
stated above have taken into account the effects of bilateral netting arrangements.
(c) Derivatives designated as hedging instruments
(i) Fair value hedge
Fair value hedge is adopted to hedge the risk that a financial instrument’s fair value will fluctuate
because of changes in market interest rates or foreign exchange rates by using interest rate swaps
or foreign currency forward contracts.
(ii) Cash flow hedge
Cash flow hedge is adopted to hedge the risk that a financial instrument’s cash flows will fluctuate
because of changes in market interest rates, foreign exchange rates or commodity price by using
foreign currency forward contracts, commodity forward contracts or interest rate swaps.
18 Trade and other receivables
Trade and bills receivables (note (a))
Interest receivables (note (b))
Prepayments, deposits and other receivables (note (c))
30 June
2015
HK$ million
31 December
2014
HK$ million
25,509
35,915
91,454
24,759
34,114
71,874
152,878
130,747
As at 30 June 2015, the amount of the Group’s prepayments, deposits and other receivables expected to
be recovered or recognised as expense after more than one year is HK$19,621 million (31 December 2014:
HK$20,060 million). The remaining trade and other receivables are expected to be recovered or recognised as
expense within one year.
56
CITIC Limited
18 Trade and other receivables (continued)
(a) Trade and bills receivables
(i) Ageing analysis
As at the balance sheet date, the ageing analysis of trade and bills receivables of the Group based
on invoice date and net of allowance for impairment losses is as follows:
30 June
2015
HK$ million
31 December
2014
HK$ million
Within 1 year
Over 1 year
21,830
5,053
22,182
3,920
Less: allowance for impairment losses
26,883
(1,374)
26,102
(1,343)
25,509
24,759
Each business unit has its own defined credit policy that is specific to the respective business
environment and market practice.
(ii) Impairment of trade and bills receivables
As at 30 June 2015, the Group’s trade and bills receivables of HK$344 million (31 December 2014:
HK$491 million) were individually determined to be impaired. These receivables mainly relate to
customers which were in financial difficulties. It is assessed that a portion of such receivables is
expected to be recovered. Consequently, specific allowance for impairment losses is recognised.
(iii) Trade and bills receivables that are not impaired
The ageing analysis of past due trade and bills receivables that are neither individually nor
collectively considered to be impaired is as follows:
Less than 1 year past due
Over 1 year past due
30 June
2015
HK$ million
31 December
2014
HK$ million
1,928
816
3,573
290
2,744
3,863
Receivables that are past due but not impaired are related to a number of third-party customers
that have a good track record with the Group. Based on past experience, management believes
that no impairment allowance is necessary in respect of these balances as there has not been a
significant change in credit quality and the balances are still considered to be fully recoverable.
CITIC Limited
57
18 Trade and other receivables (continued)
(b) Interest receivables
30 June
2015
HK$ million
31 December
2014
HK$ million
38,120
(2,205)
35,876
(1,762)
35,915
34,114
30 June
2015
HK$ million
31 December
2014
HK$ million
92,576
(1,122)
73,061
(1,187)
91,454
71,874
30 June
2015
HK$ million
31 December
2014
HK$ million
2,056,275
112,449
3,240
1,991,035
86,254
700
2,171,964
2,077,989
303,421
137,092
194,981
130,893
294,240
138,080
159,891
110,752
766,387
702,963
2,938,351
2,780,952
Interest receivables
(c) Prepayments, deposits and other receivables
Prepayments, deposits and other receivables
19 Loans and advances to customers and other parties
(a) Loans and advances
Corporate loans
– Loans
– Discounted bills
– Finance lease receivables
Personal loans
– Residential mortgages
– Business loans
– Credit cards
– Others
Less: impairment allowance
– Individually assessed
– Collectively assessed
(19,790)
(53,461)
(17,627)
(51,474)
(73,251)
(69,101)
2,865,100
58
CITIC Limited
2,711,851
19 Loans and advances to customers and other parties (continued)
(b) Types of collateral
30 June
2015
HK$ million
31 December
2014
HK$ million
Unsecured loans
Guaranteed loans
Secured loans
– Loans secured by collateral
– Pledged loans
562,428
613,081
506,983
651,130
1,313,140
337,253
1,209,922
326,663
Discounted bills
2,825,902
112,449
2,694,698
86,254
Gross loans and advances
2,938,351
2,780,952
(c) Assessment method of allowance for impairment losses
Loans and
advances for
which the
allowance is
collectively
assessed
HK$ million
Less: allowance for
impairment losses
2,892,536
9,451
36,364
2,938,351
(46,685)
(6,776)
(19,790)
(73,251)
2,845,851
2,675
16,574
2,865,100
Loans and
advances for
which the
allowance is
collectively
assessed
HK$ million
Less: allowance for
impairment losses
As at 30 June 2015
Impaired loans and advances
Gross impaired
(note (i))
loans and
for which the for which the
advances as
allowance is
allowance is
a percentage
collectively
individually
of gross total
assessed
assessed
Total
loans and
HK$ million
HK$ million
HK$ million
advances
1.56%
Gross impaired
(note (i))
loans and
advances as
allowance is
allowance is
a percentage
collectively
individually
of gross total
assessed
assessed
Total
loans and
HK$ million
HK$ million
HK$ million
advances
2,738,723
7,109
35,120
2,780,952
(46,554)
(4,920)
(17,627)
(69,101)
2,692,169
2,189
17,493
2,711,851
CITIC Limited
1.52%
59
(c) Assessment method of allowance for impairment losses (continued)
Notes:
(i)
Impaired loans and advances include loans and advances for which objective evidence of impairment exists and which have been
assessed as bearing significant impairment losses which are assessed individually or collectively (portfolios of homogeneous loans and
advances).
(ii)
As at 30 June 2015, the loans and advances of the Group for which the impairment allowance were individually assessed amounted to
HK$36,364 million (31 December 2014: HK$35,120 million). The secured and unsecured portion of these loans and advances were as
follows:
Secured portion
Unsecured portion
30 June 2015
HK$ million
31 December 2014
HK$ million
13,744
22,620
13,669
21,451
36,364
35,120
As at 30 June 2015, the fair value of collateral held against these loans and advances amounted to HK$21,802 million (31 December 2014:
HK$21,545 million).
The fair value of collateral was estimated by management based on the latest available external valuations adjusted by taking into
account the current realisation experience as well as market situation.
(d) Movements of allowance for impairment losses
Loans and
advances for
which the
allowance is
collectively
assessed
HK$ million
60
At 1 January
Charge for the period
– Impairment allowance on loans
charged
– Reversal of impairment for the period
Unwinding of discount on allowance
Write-offs
Recovery of loans and advances
written off in previous year
Changes of exchange rate
46,554
At 30 June
CITIC Limited
allowance is
allowance is
collectively
individually
assessed
assessed
HK$ million
HK$ million
Total
HK$ million
4,920
17,627
69,101
304
(197)
–
–
4,069
(203)
–
(2,222)
17,960
(1,937)
(310)
(13,704)
22,333
(2,337)
(310)
(15,926)
–
24
201
11
110
44
311
79
46,685
6,776
19,790
73,251
(d) Movements of allowance for impairment losses (continued)
Loans and
advances for Impaired loans and advances
which the for which the for which the
allowance is
allowance is
allowance is
collectively
collectively
individually
assessed
assessed
assessed
Total
HK$ million
HK$ million
HK$ million
HK$ million
At 1 January
Charge for the period
– Impairment allowance on loans
charged
– Reversal of impairment for the period
Unwinding of discount on allowance
Transfer in
Write-offs
Recovery of loans and advances
written off in previous year
Changes of exchange rate
37,688
3,409
14,810
55,907
5,345
(48)
–
–
–
1,414
(10)
–
–
(180)
9,031
(1,764)
(246)
19
(4,222)
15,790
(1,822)
(246)
19
(4,402)
–
–
6
(36)
202
(529)
208
(565)
At 30 June
42,985
4,603
17,301
64,889
As at 30 June 2015
Overdue
Overdue
between
between
3 months
1 year and
Overdue
and 1 year
3 years over 3 years
HK$ million
HK$ million
HK$ million
Total
HK$ million
(e) Overdue loans by overdue period
Overdue
within
3 months
HK$ million
Unsecured loans
Guaranteed loans
Secured loans
– Loans secured by
collateral
– Pledged loans
5,774
16,618
5,174
10,024
1,852
5,022
292
318
13,092
31,982
30,139
5,015
15,094
1,972
8,566
1,054
1,228
106
55,027
8,147
57,546
32,264
16,494
1,944
108,248
CITIC Limited
61
(e) Overdue loans by overdue period (continued)
Overdue
within
3 months
HK$ million
Unsecured loans
Guaranteed loans
Secured loans
– Loans secured by
collateral
– Pledged loans
Overdue
Overdue
between
between
3 months
1 year and
Overdue
and 1 year
3 years
over 3 years
HK$ million
HK$ million
HK$ million
Total
HK$ million
4,384
16,170
4,315
9,037
1,822
4,048
487
413
11,008
29,668
27,681
6,316
13,110
1,619
7,441
1,071
942
47
49,174
9,053
54,551
28,081
14,382
1,889
98,903
Overdue loans represent loans of which the principal or interest are overdue one day or more.
20 Available-for-sale financial assets
30 June
2015
HK$ million
31 December
2014
HK$ million
Debt securities (note (a))
Certificates of deposit and certificates of interbank deposit (note (b))
Wealth management products issued by financial institutions (note (c))
Equity investments (note (d))
313,350
70,819
63,126
13,920
233,881
30,281
50,340
15,405
461,215
(1,582)
329,907
(1,845)
459,633
328,062
87,249
49,349
232,251
6,597
84,187
49,675
32,656
158,586
–
87,145
459,633
328,062
73,970
124,269
246,859
14,535
61,220
66,526
185,878
14,438
459,633
328,062
Issued by:
– Government
– Policy banks
– Public entities
– Corporates
– Within 3 months
– Over 1 year
– No fixed terms
The remaining term to maturity of available-for-sale financial assets does not represent the Group’s intended
holding period.
62
CITIC Limited
20 Available-for-sale financial assets (continued)
(a) Debt securities
30 June
2015
HK$ million
31 December
2014
HK$ million
313,350
(101)
233,881
(103)
313,249
233,778
15,467
13,860
283,922
7,341
4,234
222,203
313,249
233,778
30 June
2015
HK$ million
31 December
2014
HK$ million
Certificates of deposit and certificates of interbank deposit
70,819
30,281
Representing:
– Unlisted
70,819
30,281
30 June
2015
HK$ million
31 December
2014
HK$ million
63,126
(1,142)
50,340
(1,432)
61,984
48,908
61,984
48,908
30 June
2015
HK$ million
31 December
2014
HK$ million
Debt securities
Representing:
– Listed in Hong Kong
– Listed outside Hong Kong
– Unlisted (note (i))
(b) Certificates of deposit and certificates of interbank deposit
(c) Wealth management products issued by financial institutions
Wealth management products issued by financial institutions
Representing:
– Unlisted
(d) Equity investments
Equity investments
Representing:
– Unlisted
13,920
(339)
15,405
(310)
13,581
15,095
1,367
1,662
10,552
493
3,502
11,100
13,581
15,095
Note:
(i)
CITIC Limited
63
21 Held-to-maturity investments
30 June
2015
HK$ million
31 December
2014
HK$ million
Debt securities
Others
234,401
179
225,590
163
234,580
(51)
225,753
(53)
234,529
225,700
641
1,029
232,859
490
1,444
223,766
234,529
225,700
58,971
21,871
113,978
39,709
57,118
21,777
107,161
39,644
234,529
225,700
13,453
19,384
201,692
9,059
24,080
192,561
234,529
225,700
1,689
1,882
30 June
2015
HK$ million
31 December
2014
HK$ million
204,744
786,884
144,230
9,850
5,284
137,582
575,841
99,964
16,732
5,058
1,150,992
(764)
835,177
(525)
1,150,228
834,652
Representing:
– Unlisted (note (i))
Issued by:
– Government
– Policy banks
– Corporates
– Within 3 months
– Over 1 year
Market value of listed debt securities
Note:
(i)
22 Investments classified as receivables
Trust investment plans
Investment management products managed by securities companies
Wealth management products issued by financial institutions
Corporate bonds
Others
64
CITIC Limited
22 Investments classified as receivables (continued)
As at 30 June 2015, certain of the Group’s investments with an aggregate amount of HK$60,170 million (31
December 2014: HK$49,800 million) are managed by CITIC Securities Co., Ltd (“CITIC Securities”) and CITIC
Trust Co., Ltd (“CITIC Trust”). As at 30 June 2015, the underlying assets of investment classified as receivables
mainly represented rediscounted bills, deposits with interbanks, beneficiary rights over receivables of project
financing, a portion which was collaterised by certificates of deposit.
23 Interests in associates
Carrying value
30 June
2015
HK$ million
31 December
2014
HK$ million
55,782
(3,618)
55,232
(3,616)
52,164
51,616
30 June
2015
HK$ million
31 December
2014
HK$ million
27,891
(1,692)
32,629
(1,613)
26,199
31,016
24 Interests in joint ventures
Carrying value
25 Deposits from banks and non-bank financial institutions
Banks
Non-bank financial institutions
– On demand
– Within 3 months
– Over 1 year
30 June
2015
HK$ million
31 December
2014
HK$ million
542,197
603,679
439,163
432,050
1,145,876
871,213
292,236
496,777
351,147
5,716
157,124
567,738
132,940
13,411
1,145,876
871,213
CITIC Limited
65
26 Trade and other payables
Trade and bills payables
Advances from customers
Interest payables
Other taxes payables
Settlement accounts
Other payables
30 June
2015
HK$ million
31 December
2014
HK$ million
52,068
38,296
49,111
4,182
7,986
63,310
53,138
27,863
50,927
4,350
11,841
45,838
214,953
193,957
As at the balance sheet date, the ageing analysis of the Group’s trade and bills payable based on the maturity
date is as follows:
On demand
Within 3 months
Between 3 months and 1 year
Over 1 year
30 June
2015
HK$ million
31 December
2014
HK$ million
42,104
3,773
5,574
617
34,566
3,957
14,225
390
52,068
53,138
30 June
2015
HK$ million
31 December
2014
HK$ million
1,281,943
222,912
1,197,124
187,176
1,504,855
1,384,300
1,912,396
450,143
1,729,747
464,578
2,362,539
2,194,325
14,614
7,883
3,882,008
3,586,508
27 Deposits from customers
(a) Types of deposits from customers
Demand deposits
– Corporate customers
– Personal customers
Time and call deposits
– Corporate customers
– Personal customers
Outward remittance and remittance payables
66
CITIC Limited
27 Deposits from customers (continued)
(b) Deposits from customers include pledged deposits for the following items:
Bank acceptances
Letters of credit
Guarantees
Others
30 June
2015
HK$ million
31 December
2014
HK$ million
362,215
12,622
16,819
186,044
340,496
29,960
19,373
189,292
577,700
579,121
30 June
2015
HK$ million
31 December
2014
HK$ million
162,416
32,965
1,637
155,499
27,682
1,160
197,018
184,341
26,419
404
139
32,933
1,581
138
26,962
34,652
223,980
218,993
30 June
2015
HK$ million
31 December
2014
HK$ million
53,537
34,010
92,073
44,360
89,767
27,509
62,167
39,550
223,980
218,993
28 Bank and other loans
(a) Types of loans
Bank loans
Unsecured loans
Loan pledged with assets (note (d))
Guaranteed loans
Other loans
Unsecured loans
Loan pledged with assets (note (d))
Guaranteed loans
(b) Maturity of loans
Bank and other loans are repayable:
– Within 1 year or on demand
– Between 1 and 2 years
– Over 5 years
CITIC Limited
67
28 Bank and other loans (continued)
(c) Bank or other loans are denominated in the following currency:
RMB
US$
HK$
Other currencies
30 June
2015
HK$ million
31 December
2014
HK$ million
73,709
107,090
31,548
11,633
69,171
117,879
26,742
5,201
223,980
218,993
(d)
As at 30 June 2015, the Group’s bank and other loans of HK$33,369 million (31 December 2014:
HK$29,263 million) are pledged with cash and deposits, inventories, fixed assets and intangible assets
with an aggregate carrying amount of HK$114,124 million (31 December 2014: HK$96,124 million).
(e)
All of the Group’s banking facilities are subject to the fulfilment of covenants relating to balance sheet
ratios or ownership of a minimum shareholding in certain entities of the Group, as are commonly found
in lending arrangements with financial institutions. If the Group were to breach the covenants the
drawn down facilities would become payable on demand. The Group regularly monitors its compliance
with these covenants. Further details of the Group’s management of liquidity risk are set out in Note
32(b). As at 30 June 2015, none of the covenants relating to drawn down facilities had been breached (31
December 2014: Nil).
29 Debt instruments issued
Corporate bonds issued (note (a))
Notes issued (note (b))
Subordinated bonds issued (note (c))
Certificates of deposit issued (note (d))
Certificates of interbank deposit issued (note (e))
– Within 1 year or on demand
– Over 5 years
30 June
2015
HK$ million
31 December
2014
HK$ million
76,469
63,365
98,214
7,635
77,096
70,126
54,450
104,368
14,156
30,026
322,779
273,126
90,912
6,272
88,812
136,783
50,578
5,092
54,738
162,718
322,779
273,126
The Group did not have any defaults of principal, interest or other breaches with respect to its debt
instruments issued during the six months ended 30 June 2015 (six months ended 30 June 2014: Nil).
Certain debt instruments issued were purchased by certain subsidiaries of the Group. These debt instruments
issued were eliminated in full on consolidation.
68
CITIC Limited
29 Debt instruments issued (continued)
Notes:
(a)
Corporate bonds issued
30 June 2015
HK$ million
31 December 2014
HK$ million
36,333
28,512
3,478
3,535
2,283
1,906
422
33,931
27,234
3,477
3,533
1,521
–
430
76,469
70,126
The Company (note (i))
CITIC Corporation (note (ii))
CITIC Telecom International Holdings Limited (“CITIC Telecom International”) (note (iii))
CITIC Heavy Industries Co., Limited (“CITIC Heavy Industries”) (note (iv))
CITIC Pacific Limited’s (“CITIC Pacific”) subsidiaries (note (v))
CITIC Environment Investment Group Co., Limited’s (“CITIC Environment”) subsidiaries (note (vi))
CITIC Pacific Finance (2005) Limited (note (vii))
(i)
Details of corporate bonds issued by the Company
As at 30 June 2015
Denominated
currency
RMB Notes 1
US$ Notes 3.1
US$ Notes 3.2
HK$ Notes
US$ Notes 5
US$ Notes 2.1
US$ Notes 2.2
US$ Notes 1
US$ Notes 4.1
US$ Notes 4.2
US$ Notes 4.3
US$ Notes 6.1
US$ Notes 6.2
HK$ Notes 2
US$ Notes 6.3
RMB
US$
US$
HK$
US$
US$
US$
US$
US$
US$
US$
US$
US$
HK$
US$
Face value in
denominated
currency million
1,000
750
350
500
500
500
250
150
750
250
400
110
90
420
280
Issue date
Maturity date
2011-08-03
2012-03-21
2012-04-26
2013-07-31
2013-04-10
2011-04-15
2014-06-23
2010-08-16
2012-10-17
2012-12-11
2014-07-18
2014-07-18
2014-10-29
2014-07-25
2015-04-14
2016-08-03
2018-01-21
2018-01-21
2018-07-31
2020-04-10
2021-04-15
2021-04-15
2022-08-16
2023-01-17
2023-01-17
2023-01-17
2024-01-18
2024-01-18
2024-07-25
2035-04-14
Interest rate
per annum
2.70%
6.88%
6.88%
5.90%
6.38%
6.63%
6.63%
6.90%
6.80%
6.80%
6.80%
4.70%
4.70%
4.35%
4.60%
Denominated
currency
RMB Notes 1
US$ Notes 3.1
US$ Notes 3.2
HK$ Notes
US$ Notes 5
US$ Notes 2.1
US$ Notes 2.2
US$ Notes 1
US$ Notes 4.1
US$ Notes 4.2
US$ Notes 4.3
US$ Notes 6.1
US$ Notes 6.2
HK$ Notes 2
RMB
US$
US$
HK$
US$
US$
US$
US$
US$
US$
US$
US$
US$
HK$
Face value in
denominated
currency million
1,000
750
350
500
500
500
250
150
750
250
400
110
90
420
Issue date
Maturity date
2011-08-03
2012-03-21
2012-04-26
2013-07-31
2013-04-10
2011-04-15
2014-06-23
2010-08-16
2012-10-17
2012-12-11
2014-07-18
2014-07-18
2014-10-29
2014-07-25
2016-08-03
2018-01-21
2018-01-21
2018-07-31
2020-04-10
2021-04-15
2021-04-15
2022-08-16
2023-01-17
2023-01-17
2023-01-17
2024-01-18
2024-01-18
2024-07-25
Interest rate
per annum
CITIC Limited
2.70%
6.88%
6.88%
5.90%
6.38%
6.63%
6.63%
6.90%
6.80%
6.80%
6.80%
4.70%
4.70%
4.35%
69
Notes: (continued)
(a)
Corporate bonds issued (continued)
(ii)
Details of corporate bonds issued by CITIC Corporation
As at 30 June 2015
Denominated
currency
Face value in
denominated
currency million
Issue date
Maturity date
02 CITIC bond
03 CITIC bond-2
05 CITIC bond-1
RMB
RMB
RMB
4,500
6,000
5,000
2002-09-26
2003-12-10
2005-12-07
2017-09-26
2023-12-09
2015-12-06
05 CITIC bond-2
15 CITIC bond-SCP001
Samurai bond
RMB
RMB
JPY
4,000
3,000
10,000
2005-12-07
2015-04-20
1996-09-19
2025-12-06
2016-01-17
2016-09-18
Interest rate
per annum
4.08%
5.10%
7-days interbank
rate plus 1.48%
4.60%
4.18%
4.95%
Denominated
currency
(iii)
Face value in
denominated
currency million
Issue date
Maturity date
02 CITIC bond
03 CITIC bond-2
05 CITIC bond-1
RMB
RMB
RMB
4,500
6,000
5,000
2002-09-26
2003-12-10
2005-12-07
2017-09-26
2023-12-09
2015-12-06
05 CITIC bond-2
14 CITIC bond-SCP002
Samurai bond
RMB
RMB
JPY
4,000
2,000
10,000
2005-12-07
2014-09-09
1996-09-19
2025-12-06
2015-03-10
2016-09-18
Interest rate
per annum
4.08%
5.10%
7-days interbank
rate plus 1.48%
4.60%
4.68%
4.95%
Details of corporate bonds issued by CITIC Telecom International
As at 30 June 2015
Denominated
currency
Guaranteed Bonds
US$
Face value in
denominated
currency million
450
Issue date
Maturity date
2013-03-05
2025-03-05
Interest rate
per annum
6.10%
Denominated
currency
Guaranteed Bonds
70
CITIC Limited
US$
Face value in
denominated
currency million
450
Issue date
Maturity date
2013-03-05
2025-03-05
Interest rate
per annum
6.10%
Notes: (continued)
(a)
(iv)
Details of corporate bonds issued by CITIC Heavy Industries
As at 30 June 2015
Denominated
currency
Corporate Bonds
Corporate Bonds
Corporate Bonds
Face value in
denominated
currency million
RMB
RMB
RMB
1,200
600
1,000
Issue date
Maturity date
2013-01-25
2013-01-25
2014-11-26
2018-01-25
2020-01-25
2019-11-26
Interest rate
per annum
4.85%
5.20%
4.98%
Denominated
currency
Corporate Bonds
Corporate Bonds
Corporate Bonds
(v)
Face value in
denominated
currency million
RMB
RMB
RMB
1,200
600
1,000
Issue date
Maturity date
2013-01-25
2013-01-25
2014-11-26
2018-01-25
2020-01-25
2019-11-26
Interest rate
per annum
4.85%
5.20%
4.98%
Details of corporate bonds issued by CITIC Pacific’s subsidiaries
As at 30 June 2015
Denominated
currency
Medium Term Notes
Medium Term Notes
Hubei Xin Yegang Steel Co., Ltd
– RMB Notes 2
Jiangyin Xingcheng Special Steel
Works Co., Ltd.
– RMB Notes 3
– RMB Notes 4
Jiangyin Ligang Electric Power
Generation Co., Ltd.
– Medium Term Notes
Face value in
denominated
currency million
Issue date
Maturity date
Interest rate
per annum
RMB
RMB
200
300
2015-05-19
2015-06-08
2018-05-19
2018-06-08
4.50%
4.70%
RMB
500
2012-06-20
2017-06-25
5.23%
RMB
RMB
200
500
2012-11-27
2013-06-05
2017-11-26
2016-06-04
6.06%
4.93%
RMB
100
2013-10-28
2016-10-28
6.30%
Denominated
currency
Hubei Xin Yegang Steel Co., Ltd.
– RMB Notes 2
Jiangyin Xingcheng Special Steel
Works Co., Ltd.
– RMB Notes 3
– RMB Notes 4
Face value in
denominated
currency million
Issue date
Maturity date
Interest rate
per annum
RMB
500
2012-06-20
2017-06-25
5.23%
RMB
RMB
200
500
2012-11-27
2013-06-05
2017-11-26
2016-06-04
6.06%
4.93%
CITIC Limited
71
Notes: (continued)
(a)
(vi)
Details of corporate bonds issued by CITIC Environment’s subsidiaries
As at 30 June 2015
Denominated
currency
CITIC Envirotech
– Medium Term Notes
(vii)
Face value in
denominated
currency million
SG$
325
Issue date
Maturity date
Interest rate
per annum
2013-09-02
2017-07-02
4.7%-7.25%
Issue date
Maturity date
Interest rate
per annum
2005-10-26
2015-10-28
Details of corporate bonds issued by CITIC Pacific Finance (2005) Limited
As at 30 June 2015
Denominated
currency
JPY Notes
Face value in
denominated
currency million
JPY
8,100
3 month
Libor+0.75%
Denominated
currency
JPY Notes
(b)
Face value in
denominated
currency million
JPY
8,100
Issue date
Maturity date
2005-10-26
2015-10-28
Interest rate
per annum
3 month
Libor+0.75%
Notes issued
30 June 2015
HK$ million
31 December 2014
HK$ million
33,837
29,528
33,785
20,665
63,365
54,450
CITIC Corporation (note (i))
CITIC Bank (note (ii))
(i)
Details of notes issued by CITIC Corporation
As at 30 June 2015
Denominated
currency
2010 First tranche medium term note
2010 Second tranche medium term note
2011 Second tranche medium term note-1
2012 Medium term note -1
72
CITIC Limited
RMB
RMB
RMB
RMB
RMB
RMB
RMB
Face value in
denominated
currency
million
3,000
4,000
3,000
2,000
6,000
4,000
5,000
Issue date
Maturity date
2010-06-08
2010-08-20
2011-07-28
2011-11-15
2011-11-15
2012-03-28
2012-03-28
2020-06-10
2020-08-24
2018-08-02
2018-11-16
2021-11-16
2019-03-29
2022-03-29
Interest rate
per annum
4.60%
4.40%
5.85%
5.10%
5.30%
5.00%
5.18%
Notes: (continued)
(b)
Notes issued (continued)
(i)
Details of notes issued by CITIC Corporation (continued)
Denominated
currency
2010 Second tranche medium term note
(ii)
Face value in
denominated
currency million
Issue date
Maturity date
RMB
RMB
RMB
RMB
RMB
RMB
RMB
3,000
4,000
3,000
2,000
6,000
4,000
5,000
2010-06-08
2010-08-20
2011-07-28
2011-11-15
2011-11-15
2012-03-28
2012-03-28
Interest rate
per annum
2020-06-10
2020-08-24
2018-08-02
2018-11-16
2021-11-16
2019-03-29
2022-03-29
4.60%
4.40%
5.85%
5.10%
5.30%
5.00%
5.18%
Details of notes issued by CITIC Bank
As at 30 June 2015
Denominated
currency
Financial Debts
Dim Sum Bonds
Financial Bonds
RMB
RMB
RMB
Face value in
denominated
currency million
15,000
1,500
7,000
Issue date
Maturity date
2013-11-08
2014-02-20
2015-05-21
2018-11-12
2017-02-27
2020-05-25
Interest rate
per annum
5.20%
4.13%
3.98%
Denominated
currency
Financial Debts
Dim Sum Bonds
RMB
RMB
Face value in
denominated
currency million
15,000
1,500
Issue date
Maturity date
2013-11-08
2014-02-20
2018-11-12
2017-02-27
Interest rate
per annum
CITIC Limited
5.20%
4.13%
73
Notes: (continued)
(c)
Subordinated bonds issued
The balance represents the subordinated debts issued by CITIC bank or CITIC Bank International Limited (“CBI”), a subsidiary of CITIC Bank. The
carrying amount of subordinated debts is as follows:
30 June 2015
HK$ million
31 December 2014
HK$ million
4,203
2,340
2,360
4,150
2,292
2,312
–
2,536
14,583
25,330
46,862
6,338
2,535
14,578
25,320
46,843
98,214
104,368
Fixed rate notes maturing
– In June 2020 (note (i))
– In September 2022 (note (ii))
– In May 2024 (note (iii))
Fixed rate bonds maturing
– In May 2020 (note (iv))
– In June 2021 (note (v)
– In May 2025 (note (vi))
– In June 2027 (note (vii))
– In August 2024 (note (viii))
As at 30 June 2015
Denominated
currency
(i)
(ii)
(iii)
(v)
(vi)
(vii)
(viii)
Subordinated Notes
Subordinated Notes
Subordinated Notes
Subordinated Fixed Rate Bonds
US$
US$
US$
RMB
RMB
RMB
RMB
Denominated
currency
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
(viii)
(d)
Subordinated Notes
Subordinated Notes
Subordinated Notes
US$
US$
US$
RMB
RMB
RMB
RMB
RMB
Face value in
denominated
currency million
500
300
300
2,000
11,500
20,000
37,000
Issue date
Maturity date
2010-06-24
2012-09-27
2013-11-07
2006-06-22
2010-05-28
2012-06-21
2014-08-26
2020-06-24
2022-09-28
2024-05-07
2021-06-22
2025-05-28
2027-06-21
2024-08-26
Face value in
denominated
currency million
Issue date
Maturity date
500
300
300
5,000
2,000
11,500
20,000
37,000
2010-06-24
2012-09-27
2013-11-07
2010-05-28
2006-06-22
2010-05-28
2012-06-21
2014-08-26
2020-06-24
2022-09-28
2024-05-07
2020-05-28
2021-06-22
2025-05-28
2027-06-21
2024-08-26
Interest rate
per annum
6.88%
3.88%
6.00%
4.12%
4.30%
5.15%
6.13%
Interest rate
per annum
6.88%
3.88%
6.00%
4.00%
4.12%
4.30%
5.15%
6.13%
Certificates of deposit issued
The certificates of deposit were issued by CBI.
(e)
Certificates of interbank deposit issued
CITIC Bank issued certain certificates of interbank deposit with a total notional value of RMB60,799 million (approximately HK$77,096 million)
during the six months ended 30 June 2015 (six months ended 30 June 2014: RMB13,000 million (approximately HK$16,415 million)). The yield
ranges from 2.88% to 5.795%. The original expire terms are between 3 months to 2 years.
74
CITIC Limited
30 Share capital and perpetual capital securities
(a) Share capital
Under the new Hong Kong Companies Ordinance (Cap. 622), which came into operation on 3 March
2014, the concept of “authorised share capital” and “par value” no longer exist. As part of the transition
to the no-par value regime, the amounts standing to the credit of the share premium account and the
capital redemption reserve on 3 March 2014 have become part of the Company’s share capital, under
the transitional provisions set out in section 37 of Schedule 11 to the new Hong Kong Companies
Ordinance (Cap. 622). These changes do not have an impact on the number of shares in issue or the
relative entitlement of any of the members.
On 25 August 2014, the Company issued 21,253,879,470 ordinary shares. Immediately prior to this
issuance, the number of ordinary shares in issue of the Company was 3,649,444,160. As at 30 June
2015, the number of ordinary shares in issue of the Company was 24,903,323,630 (31 December 2014:
24,903,323,630).
(b) Perpetual capital securities
In April 2011 and May 2013, the Company issued perpetual subordinated capital securities (the “perpetual
capital securities”) with a notional amount of US$750 million (approximately HK$5,850 million) and
US$1,000 million (approximately HK$7,800 million), respectively. These securities are perpetual and the
distribution payments can be deferred at the discretion of the Company. Therefore, perpetual capital
securities are classified as equity instruments and recorded in equity in the consolidated balance sheet.
The amounts as at 30 June 2015 and 31 December 2014 included the accrued distribution payments.
(c) Capital management
The Group’s primary objectives when managing capital are to safeguard the Group’s stability and
growth, so that it can continue to provide returns for shareholders.
The Group actively and regularly reviews and manages its capital structure to maintain a balance
between the higher shareholders’ returns that might be possible with of borrowings obtained and the
advantages and security afforded by a sound capital position, and makes adjustments to the capital
structure in light of changes in economic conditions.
Certain subsidiaries under the financial services segment are subject to capital adequacy requirements
imposed by the external regulators. There was no non-compliance of capital requirements as at 30 June
2015 (31 December 2014: Nil).
CITIC Limited
75
31 Contingent liabilities and commitments
(a) Credit commitments
Credit commitments in connection with the financial services segment of the Group take the form of
loan commitments, credit card commitments, financial guarantees and letters of credit.
Loan commitments represent the undrawn amount of approved loans with signed contracts. Credit card
commitments represent the credit card overdraft limits authorised by the Group. Financial guarantees
and letters of credit represent guarantee provided by the Group to guarantee the performance of
customers to third parties. Acceptances comprise undertakings by the Group to pay bills of exchange
drawn on customers. The Group expects most acceptances to be settled simultaneously with the
reimbursement from the customers.
The contractual amounts of credit commitments by category as at the balance sheet date are set out
below. The amounts disclosed in respect of loan commitments and credit card commitments assume
that amounts are fully advanced. The amounts of guarantees, letters of credit and acceptances represent
the maximum potential loss that would be recognised as at the balance sheet date if counterparties
failed to perform as contracted.
30 June
2015
HK$ million
31 December
2014
HK$ million
160,127
50,885
177,924
59,229
211,012
237,153
164,442
141,566
837,712
167,959
3,871
168,029
170,780
903,806
157,321
3,255
1,526,562
1,640,344
Contractual amount
Loan commitments
With an original maturity of within 1 year
With an original maturity of 1 year or above
Guarantees
Letters of credit
Acceptances
Credit card commitments
Others
(b) Credit commitments analysed by credit risk weighted amount
Credit risk weighted amount on credit commitments
30 June
2015
HK$ million
31 December
2014
HK$ million
577,053
577,096
Notes:
76
(i)
The above credit risk weighted amount is solely in connection with the credit commitments held by CITIC Bank under the financial
services segment of the Group.
(ii)
As at 30 June 2015 and 31 December 2014, the credit risk weighted amount refers to the amount as computed in accordance with the
rules set out by the China Banking Regulatory Commission and depends on the status of counterparties and the maturity characteristics.
The risk weighting used is ranging from 0% to 150%.
CITIC Limited
31 Contingent liabilities and commitments (continued)
(c) Bond redemption obligations
As an underwriting agent of PRC government bonds, CITIC Bank has the responsibility to buy back those
bonds sold by it should the holders decide to early redeem the bonds held. The redemption price for
the bonds at any time before their maturity dates is based on the coupon value plus any interest unpaid
and accrued up to the redemption date. Accrued interest payables to the bond holders are calculated
in accordance with relevant rules of the Ministry of Finance and the People’s Bank of China. The
redemption price may be different from the fair value of similar instruments traded at the redemption
date.
The redemption obligations below represent the notional value of government bonds underwritten and
sold by CITIC Bank, but not yet matured as at the balance sheet date:
Bonds redemption obligations
30 June
2015
HK$ million
31 December
2014
HK$ million
15,846
15,347
The Group estimates that the possibility of redemption before maturity date is remote.
(d) Guarantees provided
Except for guarantees that have been recognised as liabilities, the guarantees issued by the Group as at
the balance sheet date are as follows:
Related parties
Third parties
30 June
2015
HK$ million
31 December
2014
HK$ million
12,737
11,838
11,925
13,769
24,575
25,694
The relationship of related parties is disclosed in Note 33 (a).
Included in the above table, the Group’s counter guarantees issued to third parties as at the balance
sheet date are as follows:
Related parties
Third parties
30 June
2015
HK$ million
31 December
2014
HK$ million
62
8
–
–
70
–
CITIC Limited
77
(e) Outstanding litigation and disputes
The Group is involved in a number of current and pending legal proceedings. The Group provided for
liabilities arising from those legal proceedings in which the outflow of economic benefit is probable and
can be reliably estimated in the consolidated balance sheet. The Group believes that these accruals are
reasonable and adequate.
(i) The Hong Kong Securities and Futures Commission (the “SFC”) Investigation
Details of the SFC investigation were set out in the Company’s annual financial statements for
the year ended 31 December 2014. The Marketing Misconduct Tribunal (the “MMT”) hearing is
scheduled to commence in November 2015. The Court of First Instance of the High Court of Hong
Kong proceeding commenced by the SFC have been stayed pending the MMT results.
(ii) Mineralogy Disputes
Details of significant disputes between the Company and its subsidiaries and Mineralogy were
set out in the Company’s annual financial statements for the year ended 31 December 2014, and
significant developments that have arisen in relation to these disputes since disclosure in the last
annual financial statements of the Company are disclosed in Note 3(c).
(iii) CITIC Resources Holdings Limited (“CITIC Resources”) Litigation
CITIC Resources, a subsidiary of the Group, had noted from an announcement issued by Qingdao
Port International Co., Ltd. on 15 August 2014 and an announcement issued by 山煤國際能源集
團股份有限公司 (Shanxi Coal International Energy Group Co., Ltd.) (“Shanxi Coal International”)
on 27 August 2014 that ABN AMRO Bank, N.V., Singapore Branch and 山煤煤炭進出口有限公司
(Shanxi Coal Import & Export Co., Ltd.), a wholly-owned subsidiary of Shanxi Coal International,
had commenced legal proceedings in China against CITIC Australia Commodity Trading Pty
Limited (“CACT”) (the “Potential Legal Proceedings”). As at 30 June 2015 and the date of approval
of the Accounts, CACT had not been served with the Potential Legal Proceedings and is, therefore,
unable to consider or comment on the substance of the Potential Legal Proceedings on the date
of approval of the Accounts. No adjustment had been made in the Accounts with respect to the
Potential Legal Proceedings.
(iv) There are some issues in dispute with MCC, and their details are disclosed in the Company’s annual
financial statements for the year ended 31 December 2014 and Note 3(b).
(f) Capital commitments
As at the balance sheet date, the Group had the following contracted capital commitments not
provided for in the Accounts:
Contracted for
78
CITIC Limited
30 June
2015
HK$ million
31 December
2014
HK$ million
48,356
39,488
(g) Operating lease commitments
The Group leases certain properties and fixed assets under operating leases. As at the balance sheet
date, the Group’s future minimum lease payments under non-cancellable operating leases are as
follows:
Within 1 year
Between 1 and 2 years
Between 2 and 3 years
Over 3 years
30 June
2015
HK$ million
31 December
2014
HK$ million
4,188
3,997
3,316
11,347
4,392
3,833
3,025
11,454
22,848
22,704
32 Financial risk management and fair values
Exposure to credit, liquidity, interest rate and currency risks arises in the normal course of the business of
the Group. The Group has established policies and procedures to identify and analyse these risks, to set
appropriate risk limits and controls, and to constantly monitor the risks and limits by means of reliable
and up-to-date management information systems. The Group regularly updates and enhances its risk
management policies and systems to reflect changes in markets, products and best practice risk management
processes. Internal auditors also perform regular audits to ensure compliance with policies and procedures.
The Group’s exposure to these risks and the financial risk management policies and practices used by the
Group to manage these risks are described below.
(a) Credit risk
Credit risk represents the potential loss that may arise from a customer or counterparty’s failure to meet
its obligations when due. For loan business, the Group identifies and manages the credit risk through
its definitions of target markets, credit approval process, strict counterparty selection and due diligence
procedures, ongoing evaluation of the contractual capacity and collateral of counterparties, and risk
prevention and mitigation measures. For treasury business, credit risk represents impairment losses of
asset value attributable to the Group resulting from lowering of ratings for issuers of debt securities.
The Group sets credit limits for treasury activities and monitors them regularly with reference to the fair
values of the relevant financial instruments.
The Group is also confronted with credit risk resulting from receivables that arising from sale of goods
and rendering of services within the non-financial services segments. The relevant subsidiaries have
established a credit policy under which individual credit evaluations are performed on all customers
to determine the credit limit and terms applicable to the customers. These evaluations focus on the
customers’ financial position, the external ratings of the customers and their bank credit records where
available.
CITIC Limited
79
32 Financial risk management and fair values (continued)
(a) Credit risk (continued)
(i) Maximum credit risk exposure
The maximum exposure to credit risk as at the balance sheet date without taking into
consideration of any collateral held or other credit enhancement is represented by the net balance
of each type of financial assets in the balance sheet after deducting any impairment allowance. A
summary of the maximum exposure is as follows:
80
30 June
2015
HK$ million
31 December
2014
HK$ million
Deposits with central banks, banks and non-bank financial
institutions
Placements with banks and non-bank financial institutions
Financial assets at fair value through profit or loss
Derivative financial assets
842,166
108,898
45,695
9,119
130,283
99,529
2,865,100
384,068
234,529
1,150,228
887,947
86,428
34,894
10,594
116,512
172,100
2,711,851
264,059
225,700
834,652
Credit commitments and guarantees provided
5,869,615
1,551,137
5,344,737
1,666,038
Maximum credit risk exposure
7,420,752
7,010,775
CITIC Limited
(ii) Distribution by credit exposure is as follows:
Loans and
advances to
customers
and other
parties
HK$ million
As at 30 June 2015
Due from
Debt
central bank,
securities
banks and
Financial investments
non-bank
asset held
and
financial under resale certificates of
institutions agreements
deposit
HK$ million
HK$ million
HK$ million
Investments
classified as
receivables
HK$ million
Impaired
Individually assessed
Gross balance
Allowance for impairment
losses
36,364
37
–
274
–
(19,790)
(10)
–
(152)
–
16,574
27
–
122
–
9,451
–
–
–
–
(6,776)
–
–
–
–
2,675
–
–
–
–
66,857
–
–
–
–
56,405
–
–
–
–
10,410
42
–
–
–
–
–
–
–
–
(7,651)
–
–
–
–
59,206
–
–
–
–
2,825,679
951,037
99,529
661,044
1,150,992
(39,034)
–
–
–
(764)
2,786,645
951,037
99,529
661,044
1,150,228
2,865,100
951,064
99,529
661,166
1,150,228
Collectively assessed
Gross balance
losses
Overdue but not impaired
(note (1))
Gross balance
Within which:
– Within 3 months
– Between 3 months and
1 year
– Over one year
– Allowance for impairment
losses
Neither overdue nor impaired
Gross balance
losses (note (2))
CITIC Limited
81
(ii) Distribution by credit exposure is as follows (continued):
Loans and
advances to
customers and
other parties
HK$ million
Due from
central bank,
Debt securities
bank and
Financial
investments
non-bank
asset held
and
financial under resale certificates of
institutions
agreements
deposit
HK$ million
HK$ million
HK$ million
Investments
classified as
receivables
HK$ million
Impaired
Individually assessed
Gross balance
losses
35,120
36
–
263
–
(17,627)
(10)
–
(156)
–
17,493
26
–
107
–
7,109
–
–
–
–
(4,920)
–
–
–
–
2,189
–
–
–
–
60,470
–
–
–
–
53,638
–
–
–
–
6,699
133
–
–
–
–
–
–
–
–
(7,041)
–
–
–
–
53,429
–
–
–
–
2,678,253
974,349
172,100
523,302
835,177
(39,513)
–
–
–
(525)
2,638,740
974,349
172,100
523,302
834,652
2,711,851
974,375
172,100
523,409
834,652
Collectively assessed
Gross balance
losses
Overdue but not impaired
(note (1))
Gross balance
Within which:
– Within 3 months
– Between 3 months and
1 year
– Over one year
– Allowance for impairment
losses
Neither overdue nor impaired
Gross balance
losses (note (2))
82
CITIC Limited
(ii) Distribution by credit exposure is as follows (continued):
Notes:
(1)
Collateral and other credit enhancements for overdue but not impaired loans and advances:
As at 30 June 2015, the above loans and advances of the Group which were overdue but not impaired and subject to individual
assessment were HK$53,606 million (31 December 2014: HK$49,617 million). As at 30 June 2015, the secured portion of these
loans and advances were HK$27,929 million (31 December 2014: HK$27,424 million), and the remaining loans and advances were
unsecured.
The fair value of collateral held against these loans and advances amounted to HK$34,702 million as at 30 June 2015 (31
December 2014: HK$38,266 million).
The fair value of collateral was estimated by management based on the latest available external valuations, if any, adjusted by
taking into account the current realisation experience as well as market situation.
(2)
The balance represents collectively assessed allowance for impairment losses.
(iii) Loans and advances to customers and other parties analysed by industry sector:
As at 30 June 2015
Gross
balance
HK$ million
Corporate loans
– Manufacturing
– Wholesale and retail
– Real estate
– Transportation, storage and
postal services
– Water, environment and public
utility management
– Rental and business services
– Construction
– Production and supply of
electric power, gas and water
– Public management and
social organisations
– Others
Personal loans
Discounted bills
Loans and
advances
secured by
collateral
% HK$ million
Loans and
advances
Gross
secured by
balance
collateral
HK$ million
% HK$ million
501,856
337,048
280,079
17%
11%
10%
237,794
201,020
235,911
487,406
367,750
226,712
18%
13%
8%
217,349
213,316
191,641
176,027
6%
88,928
175,225
6%
85,575
151,262
134,409
123,475
5%
5%
4%
74,863
58,163
79,868
141,372
106,873
129,164
5%
4%
5%
67,771
59,648
59,000
64,149
2%
24,190
65,699
2%
20,891
24,343
266,867
1%
9%
20,219
80,376
24,471
267,063
1%
10%
5,862
99,884
2,059,515
766,387
112,449
70%
26%
4%
1,101,332
549,061
–
1,991,735
702,963
86,254
72%
25%
3%
1,020,937
515,648
–
2,938,351
100%
1,650,393
2,780,952
100%
1,536,585
CITIC Limited
83
(iv) Loans and advances to customers and other parties analysed by geographical sector:
As at 30 June 2015
Gross
balance
HK$ million
Mainland China
Hong Kong and Macau
Overseas
Loans and
advances
secured by
collateral
% HK$ million
Loans and
advances
Gross
secured by
balance
collateral
HK$ million
% HK$ million
2,775,515
159,237
3,599
95%
5%
0%
1,592,009
58,384
–
2,629,961
147,422
3,569
95%
5%
0%
1,480,972
55,613
–
2,938,351
100%
1,650,393
2,780,952
100%
1,536,585
(v) Rescheduled loans and advances to customers and other parties
Rescheduled loans and advances are those loans and advances which have been restructured or
renegotiated because of deterioration in the financial position of the borrower, or of the inability
of the borrower to meet the original repayment schedule and for which the revised repayment
terms are a concession that the Group would not otherwise consider.
As at 30 June 2015
Gross balance % of total loans
HK$ million
and advances
Rescheduled loans and
advances overdue
less than 3 months
Rescheduled loans and
advances overdue
more than 3 months
84
CITIC Limited
Gross balance % of total loans
HK$ million
and advances
8,990
0.31%
8,649
0.31%
9,201
0.31%
11,382
0.41%
18,191
0.62%
20,031
0.72%
(vi)Offsetting
Financial assets and financial liabilities are offset and the net amount is reported in the balance
sheet when there is a legally enforceable right to offset the recognised amounts and there is an
intention to settle on a net basis, or realise the asset and settle the liability simultaneously.
The Group enters into enforceable master netting arrangements with counterparties. If an event
of default occurs, all outstanding transactions with the counterparty will be terminated and all
amounts outstanding will be settled on a net basis. Except for the event of default, all outstanding
transactions with the counterparty are settled on a gross basis and generally do not result in
offsetting the assets and liabilities in the balance sheet.
Financial assets and liabilities subject to offsetting, enforceable master netting arrangements and
similar agreements are analysed as below:
As at 30 June 2015
Gross
amounts of
Gross
recognised
amounts
financial offset in the
instruments balance sheet
HK$ million
HK$ million
Financial assets
– Derivative financial assets
Financial liabilities
– Derivative financial liabilities
Net amounts
presented in
the balance
sheet
HK$ million
Amounts not offset in the
balance sheet
Financial Cash collateral
instruments
received
HK$ million
HK$ million
Net amount
HK$ million
9,119
–
9,119
(4,002)
(95)
5,022
11,091
–
11,091
(4,002)
–
7,089
Amounts not offset in the
balance sheet
Financial Cash collateral
instruments
received
HK$ million
HK$ million
Net amount
HK$ million
Gross
amounts of
Gross
recognised
amounts
financial offset in the
instruments balance sheet
HK$ million
HK$ million
Net amounts
presented in
the balance
sheet
HK$ million
Financial assets
– Derivative financial assets
10,594
–
10,594
(4,288)
(43)
6,263
– Derivative financial liabilities
13,474
–
13,474
(4,288)
–
9,186
CITIC Limited
85
(b) Liquidity risk
Liquidity risk arises when there is mismatch between maturity dates of financial assets and financial
liabilities.
Each of the Group’s operating entity formulates liquidity risk management policies and procedures
within the Group’s overall liquidity risk management framework and takes into consideration of the
business and regulatory requirements applicable to individual entity.
The Group manages liquidity risk by holding liquid assets (including deposits, other short term funds
and securities) of appropriate quality and quantity to ensure that short term funding requirements are
covered within prudent limits. Adequate standby facilities are maintained to provide strategic liquidity
to meet unexpected and material demand for payments in the ordinary course of business.
The following tables indicate the analysis by remaining maturities of the Group’s financial assets and
liabilities:
As at 30 June 2015
Repayable
Between 1
More than
on demand Within 1 year and 5 years
5 years
HK$ million HK$ million HK$ million HK$ million
86
Total
HK$ million
Total financial assets
Total financial liabilities
354,622
(1,993,056)
3,131,949
(2,931,761)
1,227,545
(693,590)
1,246,649
(191,586)
5,960,765
(5,809,993)
Financial asset-liability gap
(1,638,434)
200,188
533,955
1,055,063
150,772
Repayable
Between 1
More than
on demand Within 1 year
and 5 years
5 years
HK$ million
HK$ million
HK$ million
HK$ million
Total
HK$ million
308,783
(1,843,646)
2,874,799
(2,550,701)
1,054,113
(529,056)
1,196,848
(246,741)
5,434,543
(5,170,144)
(1,534,863)
324,098
525,057
950,107
264,399
CITIC Limited
(c) Interest rate risk
Each of the Group’s operating entity has formulated its own interest risk management policies and
procedures covering identification, measurement, monitoring and control of risks. The Group manages
interest rate risk to control potential loss from interest rate risk at an acceptable level.
(i) Asset-liabilities gap
Interest rate risk arises from mismatch between repricing dates of financial assets and liabilities
affected by market interest rate volatility.
Non-interest
bearing
HK$ million
Total
HK$ million
232,571
(180,761)
4,988,042
(4,935,723)
584,207
(550,131)
155,945
(143,378)
5,960,765
(5,809,993)
51,810
52,319
34,076
12,567
150,772
Within
Between 1
More than
1 year
and 5 years
5 years
HK$ million
HK$ million
HK$ million
Total
HK$ million
Non-interest
bearing
HK$ million
As at 30 June 2015
Within
Between 1
More than
1 year
and 5 years
5 years
HK$ million
HK$ million
HK$ million
216,598
(155,749)
4,513,163
(4,388,797)
571,054
(456,433)
133,728
(169,165)
5,434,543
(5,170,144)
60,849
124,366
114,621
(35,437)
264,399
CITIC Limited
87
(c) Interest rate risk (continued)
(ii) Effective interest rate
Effective
As at
interest rate 30 June 2015
HK$ million
Assets
Cash and deposits
Placements with banks and
Financial assets held under resale
agreements
Loans and advances to customers
and other parties
Investments classified as receivable
Investments (note (1))
Others
Effective
interest rate
As at
31 December
2014
HK$ million
0.98%-1.48%
851,286
1.49%-3.24%
897,161
3.28%
108,898
3.96%
86,428
4.89%
99,529
5.27%
172,100
6.16%
5.47%
3.93%
2,865,100
1,150,228
824,686
637,580
6.31%
6.17%
4.03%
2,711,851
834,652
673,642
571,997
6,537,307
Liabilities
Borrowing from the central banks
Deposits from banks and non-bank
Placements from banks and
Financial assets sold under
repurchase agreements
Others
5,947,831
3.59%
12,744
3.50%
63,445
4.44%
1,145,876
5.08%
871,213
1.94%
26,123
1.15%
24,257
3.20%
2.28%
0.53%-8.60%
3.87%-6.88%
8,735
3,882,008
223,980
322,779
293,916
3.60%
2.43%
0.53%-8.60%
2.70% -6.90%
52,745
3,586,508
218,993
273,126
282,037
5,916,161
5,372,324
Note:
(1)
88
The Group’s investments include financial assets at fair value through profit or loss, available-for-sale financial assets, held-tomaturity investments, and interests in associates and joint ventures. The calculation of effective interest rate is based on the
interest yielding part of the financial assets.
CITIC Limited
(c) Interest rate risk (continued)
(iii) Sensitivity analysis
The Group uses sensitivity analysis to measure the potential effect of changes in interest rates on
the Group’s net profit or loss. As at 30 June 2015, it is estimated that a general increase or decrease
of 100 basis points in interest rates, with all other variables held constant, the Group’s annualised
profit before taxation would decrease or increase by HK$1,708 million (31 December 2014: the
Group’s annual profit before taxation would decrease or increase by HK$549 million).
This sensitivity analysis is based on a static interest rate risk profile of the Group’s non-derivative
assets and liabilities and certain simplified assumptions. The analysis only measures the impact of
changes in the interest rates within one year, showing how annualised interest income would have
been affected by repricing of the Group’s non-derivative assets and liabilities within the one-year
period. The analysis is based on the following assumptions: (1) all assets and liabilities that reprice
or mature within three months and after three months but within one year reprice or mature
at the beginning of the respective periods; (2) there is a parallel shift in the yield curve and in
interest rates; and (3) there are no other changes to the portfolio, all positions will be retained and
rolled over upon maturity. The analysis does not take into account the effect of risk management
measures taken by management. Because of its hypothetical nature with the assumptions
adopted, actual changes in the Group’s profit before taxation resulting from increases or decreases
in interest rates may differ from the results of this sensitivity analysis.
(d) Currency risk
Currency risk arises from the changes in exchange rates on the Group’s foreign currency denominated
assets and liabilities. The Group measures its currency risk with foreign currency exposures, and
manages currency risk by entering into spot foreign exchange transactions, use of derivatives (mainly
foreign forwards and swaps), and matching its foreign currency denominated assets with corresponding
liabilities in the same currency.
The revenue from the Group’s Sino Iron Project will be denominated in US$, which is also the functional
currency for this entity. A substantial portion of its development and operating expenditure are
denominated in Australian Dollars. The Group entered into plain vanilla forward contracts to manage
the foreign currency risks.
The Group funded the Sino Iron Project and the acquisition of bulk cargo vessels by borrowing US$
loans to match the future cash outflows of these assets. The Group’s investments in the Sino Iron Project
and bulk cargo vessels (whose functional currency is in US$) have been designated as an accounting
hedge against other US$ loans.
CITIC Limited
89
(d) Currency risk (continued)
The exposure to currency risk arising from the financial assets and financial liabilities as at the balance
sheet date is as follows (expressed in HK$ million):
HK$
Others
Total
118,845
(176,556)
374,045
(490,826)
5,429,513
(5,085,126)
38,362
(57,485)
5,960,765
(5,809,993)
(57,711)
(116,781)
344,387
(19,123)
150,772
US$
RMB
Others
Total
HK$
As at 30 June 2015
US$
RMB
109,195
(146,374)
373,760
(539,477)
4,921,746
(4,440,071)
29,842
(44,222)
5,434,543
(5,170,144)
(37,179)
(165,717)
481,675
(14,380)
264,399
The Group uses sensitivity analysis to measure the potential effect of changes in foreign currency
exchange rates on the Group’s net profit or loss.
Assuming all other risk variables remained constant, an 100 basis points strengthening or weakening
of HK$ against the US$, RMB and other currencies as at 30 June 2015 would decrease or increase the
Group’s annualised profit before taxation by HK$2,085 million (31 December 2014: decrease or increase
the Group’s annual profit before taxation by HK$3,016 million).
This sensitivity analysis is based on a static foreign exchange exposure profile of assets and liabilities
and certain simplified assumptions. The analysis is based on the following assumptions: (1) the foreign
exchange sensitivity is the gain and loss recognised as a result of 100 basis points fluctuation in the
foreign currency exchange rates against HK$; and (2) the exchange rates against HK$ for all foreign
currencies changes in the same direction simultaneously. The analysis does not take into account the
effect of risk management measures taken by management. Because of its hypothetical nature with the
assumptions adopted, actual changes in the Group’s profit before taxation resulting from increases or
decreases in foreign exchange rates may differ from the results of this sensitivity analysis.
90
CITIC Limited
(e) Fair values
(i) Financial instruments carried at fair value
The following table presents the carrying amounts of financial instruments measured at fair value
as at the balance sheet date across the three levels of the fair value hierarchy defined in HKFRS 13
Fair value measurement, with the fair value of each financial instrument categorised in its entirety
based on the lowest level of input that is significant to that fair value measurement. The levels are
defined as follows:
–
Level 1 (highest level): fair values measured using quoted market for similar active markets
for identical financial instruments;
–
Level 2: fair values measured using quoted prices in active market for similar financial
instruments, or using valuation techniques in which all significant inputs are directly or
indirectly based on observable market data;
–
Level 3 (lowest level): fair values measured using valuation techniques in which any
significant input is not based on observable market data.
Level 1
HK$ million
Assets
Financial assets at fair value
through profit or loss
Liabilities
Derivative financial liabilities
Liabilities
Derivative financial liabilities
Total
HK$ million
11,866
22
52,695
40,262
9,091
371,979
32
6
34,959
52,160
9,119
459,633
64,583
421,332
34,997
520,912
3
10,484
604
11,091
Level 2
Level 3
HK$ million
HK$ million
Total
HK$ million
Level 1
HK$ million
Assets
Financial assets at fair value
through profit or loss
As at 30 June 2015
Level 2
Level 3
HK$ million
HK$ million
4,280
21
35,390
32,947
10,564
258,417
21
9
34,255
37,248
10,594
328,062
39,691
301,928
34,285
375,904
1
12,708
765
13,474
During the six months ended 30 June 2015, there were no significant transfers between
instruments in different levels (six months ended 30 June 2014: Nil) and no significant changes in
valuation techniques for determining the fair values of the instruments (six months ended 30 June
2014: Nil).
CITIC Limited
91
(e) Fair values (continued)
(i) Financial instruments carried at fair value (continued)
The following table shows a reconciliation from the beginning balances to the ending balances for
fair value measurements in Level 3 of the fair value hierarchy:
Assets
Liabilities
Financial
assets at fair
value through
profit or loss
HK$ million
Derivatives
financial
assets
HK$ million
Available-forsale financial
assets
HK$ million
Total
HK$ million
Derivatives
financial
liabilities
HK$ million
As at 1 January 2015
Total gains/(losses)
– in profit or loss
– in other comprehensive income
Net settlements
21
9
34,255
34,285
(765)
40
–
(29)
(1)
–
(2)
547
326
(169)
586
326
(200)
161
–
–
As at 30 June 2015
32
6
34,959
34,997
(604)
Total gains/(losses) for the period
included in profit or loss for
assets and liabilities held in Level
3 as at the balance sheet date
40
(1)
547
586
161
Assets
Derivatives
financial
assets
HK$ million
Available-forsale financial
assets
HK$ million
Total
HK$ million
Derivatives
financial
liabilities
HK$ million
54
15
23,737
23,806
(119)
3
–
(53)
4
–
62
374
(35)
4,945
381
(35)
4,954
14
–
1
As at 30 June 2014
4
81
29,021
29,106
(104)
Total gains for the period included
in profit or loss for assets and
liabilities held in Level 3 as at
the balance sheet date
3
4
374
381
14
As at 1 January 2014
Total gains/(losses):
– in profit or loss
– in other comprehensive income
Net settlements
92
Liabilities
Financial
assets at fair
value through
profit or loss
HK$ million
CITIC Limited
(ii) Fair value of other financial instruments (carried at other than fair value)
The carrying amounts and fair values of the Group’s financial assets and liabilities, other than those
with carrying amounts that reasonably approximate to their fair values, are as follows:
As at 30 June 2015
Financial assets
– Corporate bonds issued
– Notes issued
– Subordinated bonds issued
– Certificates of deposit
(not for trading purpose)
– Certificates of interbank
deposit issued
Carrying
amount
HK$ million
Fair value
HK$ million
Level 1
HK$ million
Level 2
HK$ million
Level 3
HK$ million
234,529
235,589
1,705
233,091
793
76,469
63,365
98,214
76,951
64,215
101,467
4,170
–
9,324
72,781
64,215
92,143
–
–
–
7,635
7,673
–
7,673
–
77,096
77,426
–
77,426
–
322,779
327,732
13,494
314,238
–
Financial assets
– Corporate bonds issued
– Notes issued
– Subordinated bonds issued
– Certificates of deposit
(not for trading purpose)
– Certificates of interbank
deposit issued
Carrying
amount
HK$ million
Fair value
HK$ million
Level 1
HK$ million
Level 2
HK$ million
Level 3
HK$ million
225,700
225,944
1,947
223,726
271
70,126
54,450
104,368
74,023
54,899
106,119
3,584
–
9,062
70,439
54,899
97,057
–
–
–
14,156
14,190
–
14,190
–
30,026
31,662
–
31,662
–
273,126
280,893
12,646
268,247
–
CITIC Limited
93
(iii) Estimation of fair values
As at the balance sheet date, the Group adopted the following major methods and assumptions in
estimating the fair value of financial instruments.
Debt securities and equity investments
Fair value is based on quoted market prices as at the balance sheet date for trading financial
assets and liabilities (excluding derivatives), available-for-sale financial assets, and held-to-maturity
investments if there is an active market. If an active market does not exist for available-for-sale
financial assets, the fair value is determined using valuation techniques.
Loans and advances to customers and other parties, bank and other loans
Loans and advances to customers and other parties, and bank and other loans are repriced at
market rates at least annually. Accordingly, their carrying amounts approximate to their fair values.
Placements with banks and non-bank financial institutions, financial assets held/sold under resale/
repurchase agreements
Placements with banks and non-bank financial institutions, financial assets held/sold under resale/
repurchase agreements are mainly priced at market interest rates and mature within one year.
Accordingly, the carrying amounts approximate to their fair values.
Derivatives
The fair values of foreign currency and interest rate contracts are either based on their listed
market prices or by discounted cash flow model at the measurement date.
Financial guarantees
The fair values of financial guarantees are determined by reference to fees charged in an arm’s
length transaction for similar services, when such information is obtainable, or is otherwise
estimated by reference to interest rate differentials, by comparing the actual rates charged by
lenders when the guarantee is made available with the estimated rates that the lenders would
have charged, had the guarantees not been available, where reliable estimates of such information
can be made.
94
CITIC Limited
33 Material related party
(a) Relationship of related parties
(i)
In addition to subsidiaries, related parties include parent company, holding company’s fellow
entities, associates and joint ventures of the Group.
(ii) CITIC Group, the ultimate holding company of the Group, was established in Beijing in 1979.
(b) Related party transactions
(i) Transaction amounts with related parties:
Holding
Parent
company’s Associates and
company fellow entities joint ventures
HK$ million
HK$ million
HK$ million
Sales of goods
Purchase of goods
Interest income (note (2))
Interest expenses
Income from other services
Expenses for other services
Interest income from deposits
and receivables
Total
HK$ million
–
–
8
165
–
–
–
–
133
4
27
9
2
–
18
265
–
12
21
195
50
47
8
26
133
16
56
369
52
47
26
291
–
–
44
1
2
65
46
66
Holding
Parent
Total
HK$ million
HK$ million
HK$ million
HK$ million
Sales of goods
Purchase of goods
Interest income (note (2))
Interest expenses
Income from other services
Expenses for other services
Interest income from deposits
and receivables
–
–
4
34
–
241
–
157
1,151
14
4
1
13
231
–
6
3
134
116
2
11
157
1,157
21
172
117
256
242
–
–
52
1
–
1
52
2
Notes:
(1)
These above transactions with related parties were conducted under the normal commercial terms.
(2)
Interest rates of loans and advances to the related parties were determined at rates negotiated between the Group and the
corresponding related parties on a case by case basis.
CITIC Limited
95
33 Material related party (continued)
(b) Related party transactions (continued)
(ii) Outstanding balances with related parties:
As at 30 June 2015
Holding
Parent
HK$ million
HK$ million
HK$ million
Loans and advances (note (2))
Other assets
Deposits from banks and
Held to maturity investments
Guarantees provided (note (3))
83
–
3,879
1,349
6,588
2,756
10,550
4,105
–
–
3,478
1,326
–
2,153
11,851
12,624
102
–
232
3,084
102
2,153
15,561
17,034
–
–
–
55
–
155
35,554
614
12,582
35,609
614
12,737
Holding
fellow entities joint ventures
HK$ million
HK$ million
Total
HK$ million
Parent
company
HK$ million
Loans and advances (note (2))
Deposits from banks and
Guarantees provided (note (3))
Total
HK$ million
79
–
3,667
999
6,280
500
10,026
1,499
–
1,330
691
17
456
1,553
–
550
558
17
2,336
2,802
–
–
50
–
30,271
11,925
30,321
11,925
Notes:
96
(1)
The above transactions were negotiated and carried out in accordance with the normal commercial terms.
(2)
Interest rates of loans and advances to the related parties were determined at rates negotiated between the Group and the
corresponding related parties on a case by case basis.
(3)
The guarantees provided by the Group to the related parties were based on the terms agreed between the Group and the related
parties on a case by case basis.
CITIC Limited
33 Material related party (continued)
(c) Transactions with other state-owned entities in the PRC
In addition to these related party transactions disclosed in Note 33(b), transactions with other stateowned entities include but are not limited to the following:
–
sales and purchases of goods and provision of services;
–
leases of assets;
–
lending and deposit taking;
–
taking and placing of inter-bank balances;
–
entrusted lending and other custody services;
–
insurance and securities agency, and other intermediary services; and
–
sale, purchase, underwriting and redemption of bonds issued by other state-owned entities.
CITIC Limited
97
34 Involvement with unconsolidated structured entities
(a) Structured entities sponsored by third party institutions in which the Group holds
an interest
The Group holds an interest in some structured entities sponsored by third party institutions through
investments in debt securities issued by these structured entities. Such structured entities include
wealth management products, investment management products managed by securities companies,
trust investment plans, asset-backed financings and investment funds and the Group does not
consolidate these structured entities.
The following table sets out an analysis of the carrying amounts of interests held by the Group as at the
balance sheet date in the structured entities sponsored by third party institutions, as well as an analysis
of the line items in the balance sheet in which the relevant assets are recognised:
Carrying amount
Total
HK$ million
Maximum
Guarantees loss exposure
Wealth management products
Investment management
products managed by
securities companies
Asset-backed securities
Investment funds
–
37,540
144,230
–
2,882
184,652
–
184,652
–
–
11,450
–
1,686
9,389
11
9,256
786,313
204,744
–
–
367
–
–
–
10,065
2,883
54
–
798,431
217,016
11,515
9,256
–
3,871
–
–
798,431
220,887
11,515
9,256
Total
11,450
57,882
1,135,287
367
15,884
1,220,870
3,871
1,224,741
Financial
assets held
under resale
Interest
agreements receivables
Total
HK$ million
Guarantees
HK$ million
Maximum loss
exposure
HK$ million
Carrying amount
98
Held-to- Available-for- Investments
maturity sale financial classified as
investments
assets receivables
HK$ million HK$ million HK$ million
As at 30 June 2015
Financial
assets held
under resale
Interest
agreements receivables
Held-to- Available-formaturity sale financial
investments
assets
Investments
classified as
receivables
HK$ million
Wealth management products
Investment management
products managed by
securities companies
Asset-backed financings
Investment funds
–
31,127
99,964
–
2,026
133,117
–
133,117
–
–
9,013
–
1,408
12,050
11
1,868
575,791
137,582
–
474
2,671
20
–
–
10,021
1,964
–
–
589,891
151,616
9,024
2,342
–
3,255
–
–
589,891
154,871
9,024
2,342
Total
9,013
46,464
813,811
2,691
14,011
885,990
3,255
889,245
CITIC Limited
34 Involvement with unconsolidated structured entities (continued)
(b) Structured entities sponsored by the Group which the Group does not consolidate
but holds an interest
The investments issued by unconsolidated structured entities sponsored by the Group are primarily
wealth management products and trust plans without principle and/or return guarantee. The nature
and purpose of these structured entities are for the Group to generate fees from managing assets on
behalf of investors. These structured entities are financed through the issuance of products to investors.
Interest held by the Group includes fees charged by providing management services and investment
made by the Group.
Wealth management products and trust plans
As at 30 June 2015, the aggregate amount of assets held by the unconsolidated non-principalguaranteed wealth management products and trust plans which are sponsored by the Group was
HK$1,821,742 million (31 December 2014: HK$1,667,100 million).
As at 30 June 2015, the carrying amounts of management fee receivables being recognised in the
balance sheet were HK$979 million (31 December 2014: HK$1,373 million).
As at 30 June 2015, the amount of placements from the Group with non-principal-guaranteed wealth
management products sponsored by the Group was HK$24,297 million (31 December 2014: HK$21,296
million).
The aggregate amount of the non-principal-guaranteed wealth management products sponsored and
issued by the Group after 1 January but matured before 30 June for the six months ended 30 June 2015
was HK$232,347 million (six months ended 30 June 2014: HK$80,600 million).
During the six months ended 30 June 2015, the maximum exposure of the placements from the Group
with non-principal guaranteed wealth management products sponsored by the Group was HK$38,246
million (six months ended 30 June 2014: HK$32,464 million). In the opinion of management, these
transactions were conducted in the ordinary course of business under normal terms and conditions and
at market rates.
During the six months ended 30 June 2015, the amount of fee and commission income recognised from
the above mentioned structured entities sponsored by the Group was HK$5,056 million (six months
ended 30 June 2014: HK$3,736 million).
Securitisation vehicle
The Group enters into securitisation transactions in the normal course of business by which it transfers
credit assets to structured entities which issue asset-backed securities to investors. The Group may
retention interests in the form of subordinated tranches which would give rise to the Group’s retention
of risk and rewards on the transferred assets. The Group will assess whether to derecognise the assets
or not to the extent of risks and rewards retained. As at 30 June 2015, the financial assets transferred to
the unconsolidated securitization vehicles were derecognised in their entirety by the Group.
CITIC Limited
99
35 Major business combinations
(a) Acquisition of CITIC Envirotech
On 24 April 2015, CKM (Cayman) Company Limited (“CKM”, a 62.65% indirectly owned subsidiary of
CITIC Environment) acquired 87.67% equity interests in CITIC Envirotech, an entity listed on the Main
Board of the Singapore Exchange Securities Trading Limited, with a total consideration of approximately
SG$1,630 million (equivalent to approximately HK$9,598 million). The goodwill of HK$6,102 million
arising from the acquisition is attributable to acquired customer base and economies of scale expected
from combining the operations.
The following table summarises the consideration paid by CITIC Envirotech, the fair value of assets
acquired, liabilities assumed and the non-controlling interest at the acquisition date.
Consideration:
HK$ million
Cash
Equity instruments
6,013
3,585
Total consideration
9,598
Recognised amounts of identifiable assets acquired and liabilities assumed
Cash and deposits
Inventories
Fixed assets
Intangible assets
Deferred tax assets
Other assets
2,034
4,816
84
574
2,133
5
317
Total identifiable assets acquired
9,963
Income tax payable
Deferred tax liabilities
Other liabilities
(1,140)
(134)
(2,008)
(1,941)
(409)
(148)
Total identifiable liabilities assumed
(5,780)
Goodwill
(687)
6,102
9,598
Net cash paid for acquisition:
Total consideration paid in cash
Cash and cash equivalents acquired
HK$ million
6,013
(2,034)
3,979
100
CITIC Limited
35 Major business combinations (continued)
(a) Acquisition of CITIC Envirotech (continued)
Notes:
(i)
Acquisition-related costs of approximately HK$51 million have been charged to other operating expenses in the consolidated income
statement for the six months ended 30 June 2015.
(ii)
The fair value of the ordinary shares issued by CKM as part of the consideration for CITIC Envirotech was based on the offer price of
SG$1.65 per share in the voluntary offer.
(iii)
The fair value of acquired trade and other receivables is HK$4,816 million including trade receivables with a fair value of HK$3,491 million.
The gross contractual amount for trade receivables is HK$3,491 million.
(iv)
The fair value of the acquired identifiable fixed assets and intangible assets is HK$2,707 million.
(v)
Non-controlling interests in CITIC Envirotech were recognised at proportionate share of the fair value of its net assets.
(vi)
The revenue and net profit attributable to ordinary shareholders during the period from 24 April 2015 to 30 June 2015 contributed by
CITIC Envirotech was approximately HK$386 million and HK$21 million respectively.
Had CITIC Envirotech been consolidated from 1 January 2015, the consolidated income statement would show pro-forma revenue and
net profit of approximately HK$201,912 million and HK$48,957 million respectively.
(vii)
In conjunction with this business combination, CITIC Environment issued put options over the equity of CKM to the other shareholders
of CKM and the potential cash payments related to put options were accounted for as financial liabilities and initially recognised at fair
value of approximately HK$3,034 million with a corresponding charge being directly debited to equity in April 2015.
(b) Acquisition of Jiangsu Ligang Electric Power Company Limited (“Ligang I&II”) and
Jiangyin Ligang Electric Power Generation Company Limited (“Ligang III&IV”)
Prior to 2015, CITIC Pacific had investments in two joint ventures, namely Ligang I&II and III&IV. As at 31
December 2014, the effective equity interests of CITIC Pacific in Ligang I&II and Ligang III&IV (collectively
referred to as “Ligang”) were 65.05% and 71.35% respectively.
On 1 January 2015, two supplemental agreements were signed between the shareholders of Ligang
I&II and Ligang III&IV, whereby the other shareholders agreed to vote in accordance with the decisions
made by the shareholders representatives of CITIC Pacific in Ligang I&II and Ligang III&IV over certain
key aspects of Ligang’s business including decisions over project development, operational plan,
budgeting, finance policy and procedures, treasury management, and assets and cash management. As
a result, the directors consider CITIC Pacific has obtained control over Ligang I&II and Ligang III&IV, and
the investments have been changed from joint ventures to subsidiaries with effect from 1 January 2015.
The carrying amounts of the investments in Ligang I&II and Ligang III&IV immediately prior to the
acquisition was HK$4,495 million. Management is in the process of carrying out a valuation of Ligang
I&II and Ligang III&IV as at 1 January 2015, and therefore in accordance with HKFRS 3, and in the
preparation of the Accounts, the Group has applied the provisional fair values of assets, liabilities
and equity interests in Ligang I&II and Ligang III&IV as at the acquisition date, and such fair value
measurement will be updated subsequently.
The provisional fair values of the assets and liabilities of Ligang I&II and Ligang III&IV include fixed assets
of HK$13,470 million. In addition, non-controlling interests of HK$1,989 million were recognised at 1
January 2015.
CITIC Limited
101
35 Major business combinations (continued)
(b) Acquisition of Jiangsu Ligang Electric Power Company Limited (“Ligang I&II”)
and Jiangyin Ligang Electric Power Generation Company Limited (“Ligang III&IV”)
(continued)
As a result of the acquisition, the Group recognized a gain of HK$511 million, including recycling of
exchange reserves relating to the investments in Ligang I&II and Liang III&IV previously recognized in
other comprehensive income.
The revenue and net profit contributed by Ligang I&II and Ligang III&IV included in the consolidated
income statement during the period from 1 January 2015 to 30 June 2015 was approximately HK$5,162
million and HK$1,009 million respectively.
36 Post balance sheet events
(a) Proposed issue of notes
CITIC Corporation made an application to the National Association of Financial Market Institutional
Investors of the People’s Republic of China on 10 July 2015 for the issuance of the 2015 first tranche
medium term notes (the “First Tranche Medium-Term Notes”). The First Tranche Medium-Term Notes
will adopt a fixed interest rate which should be determined upon consensus among CITIC Corporation,
the lead underwriter and the joint lead underwriter pursuant to the results of book building. The
proposed issue amount shall be no more than RMB 7 billion and the term of issuance shall be no more
than 10 years. The actual issue amount and term of issuance shall be determined upon the official issue.
(b) Issue of ordinary shares
On 17 July 2015, the Company and Xin Ma Apparel International Limited ((“Youngor”), a limited liability
company incorporated in Hong Kong and a wholly owned subsidiary of Youngor Group Co., Ltd (“Youngor
Group”)) entered into a subscription agreement pursuant to which Youngor has conditionally agreed to
subscribe for 859,218,000 new shares of the Company at a price of HK$13.95 per share for an aggregate
amount of HK$11,986,091,100. The above mentioned subscription was completed on 12 August 2015.
Immediately after the subscription completion, Youngor beneficially held approximately 3.85% of the
then issued share capital of the Company. For details of the subscription, please refer to the Company’s
announcements issued on 17 July 2015 and 12 August 2015, respectively.
On 3 August 2015, the Company allotted and issued to Chia Tai Bright Investment Company Limited
(“CT Bright”) 3,327,721,000 fully paid convertible preferred shares of the Company (“Preferred Shares”)
for a total consideration of HK$45,922,549,800. Such transaction was disclosed in a circular to the
shareholders of the Company dated 16 February 2015. The Preferred Shares may be converted into
ordinary shares of the Company at an initial conversion price of HK$13.80 per ordinary share, subject to
adjustment in accordance with the terms of the amendments to the Articles of Association in light of
the issue of the Preferred Shares. On 14 August 2015, CT Bright converted all of the Preferred Shares at
the conversion price of HK$13.80 per ordinary share and the Company allotted and issued 3,327,721,000
ordinary shares to CT Bright. Immediately after the full conversion of the Preferred Shares, CT Bright
beneficially held approximately 20% of the issued share capital of the Company. For details of the
allotment and issuance of the Preferred Shares and the conversion of the Preferred Shares, please refer
to the Company’s announcements issued on 3 August 2015 and 14 August 2015, respectively.
102
CITIC Limited
36 Post balance sheet events (continued)
(c) Private placement
In December 2014, CITIC Bank entered into a private placement agreement with China National Tobacco
Corporation (“CNTC”) to place its A-share at a subscription price of RMB4.84 per share for a total amount
of RMB11.92 billion. Such agreement has been approved by CITIC Bank annual shareholders’ meeting
on 17 March 2015. As at 30 July 2015, CITIC Bank and CNTC entered into a supplemental agreement
whereby the subscription price was increased to RMB 5.55 per share and the number of share was
reduced to 2,147,469,539 shares with the total amount remained at RMB11.92 billion. As at the date of
approval of the Accounts, the private placement agreement together with the supplemental agreement
has been approved by Ministry of Finance and is subject to China Securities Regulatory Commission
approval.
(d) Acquisition and share subscription
On 24 August 2015, CITIC Group and a subsidiary of the Company, CITIC Telecom, agreed to implement
the Acquisition Arrangement whereby CITIC Group has proposed to sell, and CITIC Telecom has
proposed to bid (or to procure its subsidiary including CITIC Telecom International CPC Limited, a
wholly owned subsidiary of CITIC Telecom, to bid) for, in an open tender process at China Beijing
Equity Exchange (北京產權交易所), up to 39% equity interest in CITIC Networks Co., Ltd (a wholly
owned subsidiary of CITIC Group) from CITIC Group. In accordance with the terms of the Acquisition
Arrangement, the Final Consideration for the Acquisition is expected not to exceed RMB1,287 million
(equivalent to approximately HK$1,562.1 million); In connection with the Acquisition, on 24 August
2015, CITIC Group and CITIC Telecom entered into the Share Subscription Agreement whereby
CITIC Group has agreed to subscribe (or to procure its wholly-owned subsidiaries as its nominees to
subscribe) for not more than 520,713,219 Subscription Shares at the Subscription Price of HK$3.00
per Subscription Share, subject to the terms and conditions of the Share Subscription Agreement. The
above transactions are still subject to a series of conditions precedent being fulfilled or waived. For
details of the transaction, please refer to the joint announcement issued by the Company and CITIC
Telecom on 24 August 2015.
CITIC Limited
103
Report on Review of Interim Financial Information
TO THE BOARD OF DIRECTORS OF CITIC LIMITED
(incorporated in Hong Kong with limited liability)
Introduction
We have reviewed the interim condensed financial information set out on pages 30 to 103, which comprises the
consolidated balance sheet of CITIC Limited (the “Company”) and its subsidiaries (together, the “Group”) as at 30
June 2015 and the related consolidated income statement, statement of comprehensive income, statement of
changes in equity and cash flow statement for the six-month period then ended, and a summary of significant
accounting policies and other explanatory notes. The Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited require the preparation of a report on interim financial information to be in
compliance with the relevant provisions thereof and Hong Kong Accounting Standard 34 “Interim Financial
Reporting” issued by the Hong Kong Institute of Certified Public Accountants. The directors of the Company are
responsible for the preparation and presentation of this interim financial information in accordance with Hong
Kong Accounting Standard 34 “Interim Financial Reporting”. Our responsibility is to express a conclusion on
this interim financial information based on our review and to report our conclusion solely to you, as a body, in
accordance with our agreed terms of engagement and for no other purpose. We do not assume responsibility
towards or accept liability to any other person for the contents of this report.
Scope of Review
We conducted our review in accordance with Hong Kong Standard on Review Engagements 2410, “Review of
Interim Financial Information Performed by the Independent Auditor of the Entity” issued by the Hong Kong
Institute of Certified Public Accountants. A review of interim financial information consists of making inquiries,
primarily of persons responsible for financial and accounting matters, and applying analytical and other review
procedures. A review is substantially less in scope than an audit conducted in accordance with Hong Kong
Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of
all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the interim financial
information is not prepared, in all material respects, in accordance with Hong Kong Accounting Standard 34 “Interim
Financial Reporting”.
PricewaterhouseCoopers
Certified Public Accountants
Hong Kong, 24 August 2015
104
CITIC Limited
Subscription of Preferred Shares, Sale of Shares, Subscription of New
Shares and Conversion of Preferred Shares
On 20 January 2015, the Company entered into a subscription agreement and agreed to allot and issue to Chia
Tai Bright Investment Company Limited (“CT Bright”) 3,327,721,000 fully paid convertible preferred shares of
the Company for a total consideration of HK$45,922,549,800 (the “Preferred Shares Subscription”). The preferred
shares may be converted into the ordinary shares of the Company at the conversion price initially being HK$13.80
per ordinary share, subject to adjustment in accordance with the terms of the amendments to the Company’s
Articles of Association in light of the issue of the preferred shares. On the same day, CITIC Polaris Limited, a whollyowned subsidiary of CITIC Group Corporation and one of the controlling shareholders of the Company, entered
into a share purchase agreement and agreed to sell 2,490,332,363 fully paid ordinary shares of the Company to
CT Bright for a total consideration of HK$34,366,586,609 (the “Sale of Shares”). Completion of the Preferred Shares
Subscription is conditional upon the completion of the Sale of Shares. Details of the Preferred Shares Subscription
and the Sale of Shares are set out in the Company’s announcement dated 20 January 2015 and the Company’s
circular dated 16 February 2015.
At the extraordinary general meeting of the Company held on 16 March 2015, the proposed Preferred Shares
Subscription and the proposed amendments to the Company’s Articles of Association with effect immediately
upon the issue of the preferred shares were approved by the Company’s shareholders.
Completion of the Sale of Shares and the Preferred Shares Subscription took place on 30 April 2015 and 3 August
2015 respectively. Further details are set out in the Company’s announcements dated 30 April 2015, 15 July 2015
and 3 August 2015.
On 17 July 2015, the Company and Xin Ma Apparel International Limited (“Youngor”), a wholly-owned subsidiary
of Youngor Group Co., Ltd, entered into a subscription agreement pursuant to which Youngor had conditionally
agreed to subscribe for 859,218,000 new ordinary shares (the “Subscription Shares”) of the Company at the
subscription price of HK$13.95 per share (the “Subscription”). The Subscription Shares were issued under the
general mandate granted to the directors by a resolution of the shareholders passed at the Company’s annual
general meeting held on 2 June 2015. The Subscription will increase the public float percentage to a level
which enables the full conversion of the preferred shares. The net proceeds of HK$11,986,091,100 from the
Subscription will be used for general corporate purposes. Details of the Subscription are set out in the Company’s
announcement dated 17 July 2015.
Completion of the Subscription took place on 12 August 2015 and further details of which are set out in the
Company’s announcement dated 12 August 2015.
On 13 August 2015, the Company received a conversion notice from CT Bright for the conversion of the preferred
shares in the amount of HK$45,922,549,800 in full. As a result of the conversion of the preferred shares at the
conversion price of HK$13.80 per ordinary share, the Company allotted and issued a total of 3,327,721,000
ordinary shares to CT Bright on 14 August 2015. Details of the conversion of the preferred shares are set out in the
Company’s announcement dated 14 August 2015.
CITIC Limited
105
Interim Dividend and Closure of Register of Members
The directors have declared an interim dividend of HK$0.10 per share (2014: HK$0.015 per share) for the year
ending 31 December 2015, payable on Friday, 2 October 2015 to shareholders whose names appear on CITIC
Limited’s register of members on Tuesday, 22 September 2015. The register of members of CITIC Limited will
be closed from Thursday, 17 September 2015 to Tuesday, 22 September 2015, both days inclusive, during
which period no transfer of shares will be effected. To qualify for the interim dividend, all transfer documents
accompanied by the relevant share certificates must be lodged with CITIC Limited’s Share Registrar, Tricor Tengis
Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, for registration not later than 4:30 p.m.
on Wednesday, 16 September 2015.
Share Option Plan Adopted by the Company
(i)
CITIC Pacific Share Incentive Plan 2000
The Company adopted the CITIC Pacific Share Incentive Plan 2000 (“the Plan 2000”) on 31 May 2000 which
expired on 30 May 2010. During the period between the adoption of the Plan 2000 and its expiry, the
Company granted six lots of share options:
Number of
share options
Date of grant
Exercise price
per share
HK$
28.05.2002
01.11.2004
20.06.2006
16.10.2007
19.11.2009
14.01.2010
11,550,000
12,780,000
15,930,000
18,500,000
13,890,000
880,000
18.20
19.90
22.10
47.32
22.00
20.59
All options granted and accepted under the Plan 2000 can be exercised in whole or in part within 5 years
from the date of grant. All share options at the exercise price of HK$18.20 per share, HK$19.90 per share,
HK$22.10 per share, HK$47.32 per share, HK$22.00 per share and HK$20.59 per share expired at the close of
business on 27 May 2007, 31 October 2009, 19 June 2011, 15 October 2012, 18 November 2014 and
13 January 2015 respectively.
During the six months ended 30 June 2015, none of the share options granted under the Plan 2000 were
exercised or cancelled, but options for 400,000 shares have lapsed. A summary of the movements of the
share options under the Plan 2000 during the six months ended 30 June 2015 is as follows:
Employees of the Company under continuous contracts (as defined in the Employment
Ordinance), other than the directors
Number of share options
Date of grant
Exercise Price
Exercised/
cancelled during
Lapsed during
Balance as at
the six months
the six months
01.01.2015 ended 30.06.2015 ended 30.06.2015
Balance as at
30.06.2015
HK$
14.01.2010
106
CITIC Limited
20.59
400,000
–
400,000
–
(ii) CITIC Pacific Share Incentive Plan 2011
As the Plan 2000 expired on 30 May 2010, the Company adopted a new plan, the CITIC Pacific Share
Incentive Plan 2011 (“the Plan 2011”) on 12 May 2011, pursuant to which the board may at its discretion
offer to grant share options to any eligible participant including any employee, executive director,
non-executive director, independent non-executive director or officer, consultant or representative of any
member of the Group who shall make payment of HK$1.00 to the Company on acceptance. The subscription
price determined by the board will be at least the higher of (i) the nominal value of the Company’s shares;
(ii) the closing price of the Company’s shares as stated in the daily quotations sheet of The Stock Exchange
of Hong Kong Limited (the “Hong Kong Stock Exchange”) on the date of offer of the grant; and (iii) the
average of the closing prices of the Company’s shares as stated in the Hong Kong Stock Exchange’s daily
quotations sheets for the five business days immediately preceding the date of offer of the grant. The total
number of the Company’s shares which may be issued upon exercise of all options to be granted under the
Plan 2011 must not in aggregate exceed 10% of the Company’s shares in issue as at the date of adopting
the Plan 2011. As at 30 June 2015, the total number of shares available for issue under the Plan 2011 is
364,944,416 shares.
No share options were granted under the Plan 2011 during the period ended 30 June 2015.
Share Option Plan Adopted by Subsidiaries of the Company
CITIC Telecom International Holdings Limited (“CITIC Telecom”)
CITIC Telecom adopted a share option plan (“CITIC Telecom Share Option Plan”) on 17 May 2007. As approved at
the annual general meeting of CITIC Telecom held on 25 April 2014, the mandate limit is refreshed so that taking
into account the overriding limit of the CITIC Telecom Share Option Plan, the total number of shares of CITIC
Telecom (“CITIC Telecom Shares”) which may be issued upon the exercise of all options to be granted under the
CITIC Telecom Share Option Plan, together with all outstanding options granted and yet to be exercised as at 25
April 2014, shall not exceed 333,505,276 CITIC Telecom Shares, being 10% of the number of CITIC Telecom Shares
in issue as at the date of approval of the refreshment of the mandate limit.
Since the adoption of the CITIC Telecom Share Option Plan, CITIC Telecom has granted the following share
options:
Date of grant
Number of
share options
Exercise price
per share
Exercise period
HK$
23.05.2007
17.09.2009
17.09.2009
19.08.2011
19.08.2011
26.06.2013
24.03.2015
24.03.2015
18,720,000
17,912,500
17,912,500
24,227,500
24,227,500
81,347,000
43,756,250
43,756,250
3.26
2.10
2.10
1.54
1.54
2.25
2.612
2.612
23.05.2007 – 22.05.2012
17.09.2010 – 16.09.2015
17.09.2011 – 16.09.2016
19.08.2012 – 18.08.2017
19.08.2013 – 18.08.2018
26.06.2013 – 25.06.2018
24.03.2016 – 23.03.2021
24.03.2017 – 23.03.2022
The share options granted on 23 May 2007 have expired at the close of business on 22 May 2012. The remaining
options granted and accepted under the CITIC Telecom Share Option Plan can be exercised in whole or in part
within 5 years from the date of commencement of the exercise period.
CITIC Limited
107
Upon completion of the rights issue of CITIC Telecom on 7 June 2013, the exercise price and the number of CITIC
Telecom Shares to be allotted and issued upon full exercise of the subscription rights attaching to the outstanding
share options of CITIC Telecom as at 6 June 2013 have been adjusted (the “Adjustments”) in the following manner:
Before Adjustments
Date of grant
After Adjustments
Number of
outstanding
share options
Exercise price
per share
19,451,000
32,332,500
2.10
1.54
Number of
outstanding
share options
Exercise price
per share
21,438,072
35,635,462
1.91
1.40
HK$
17.09.2009
19.08.2011
HK$
The closing price of CITIC Telecom Shares immediately before the grant on 24 March 2015 was HK$2.59.
The grantees were directors, officers or employees of CITIC Telecom. None of these options were granted to
the directors, chief executives or substantial shareholders of the Company. As at 1 January 2015, options for
94,478,688 CITIC Telecom Shares were outstanding under the CITIC Telecom Share Option Plan. During the six
months ended 30 June 2015, options for 23,401,623 CITIC Telecom Shares were exercised, options for 591,783
CITIC Telecom Shares have lapsed and options for 398,000 CITIC Telecom Shares were cancelled. As at 30 June
2015, options for 70,720,282 CITIC Telecom Shares under the CITIC Telecom Share Option Plan were exercisable.
A summary of the movements of the share options during the six months ended 30 June 2015 is as follows:
A.
Employees of CITIC Telecom under continuous contracts (as defined in the Employment
Ordinance)
Date of grant
17.09.2009
19.08.2011
26.06.2013
24.03.2015
Balance as at
01.01.2015
12,711,695
22,619,176
58,747,817
–
Granted
Exercised
Cancelled
Lapsed
during the six during the six during the six during the six
months ended months ended months ended months ended
30.06.2015 30.06.2015(Note 1) 30.06.2015(Note 2) 30.06.2015(Note 3)
–
–
–
86,312,000
5,586,053
5,358,570
12,457,000
–
–
–
–
398,000
3,200
58,583
295,000
235,000
Balance as at
30.06.2015
7,122,442
17,202,023
45,995,817
85,679,500
B.Others (Note 4)
Date of grant
26.06.2013
24.03.2015
108
CITIC Limited
Granted during
Balance as at
the six months
01.01.2015 ended 30.06.2015
400,000
–
–
1,200,000
Balance as at
30.06.2015
400,000
1,200,000
Notes:
1.
The weighted average closing price of CITIC Telecom Shares immediately before the dates on which the options were exercised was HK$3.23.
2.
These are in respect of options granted to employees under continuous contracts who had not accepted the options. These options were cancelled
during the six months ended 30 June 2015.
3.
These are in respect of options granted to some employees under continuous contracts who have subsequently resigned. Such options lapsed during
the six months ended 30 June 2015.
4.
These are in respect of options granted to independent non-executive directors of CITIC Telecom who are not employees under continuous contracts.
None of these options were exercised, cancelled or lapsed during the six months ended 30 June 2015.
The average fair value of an option on one ordinary share of CITIC Telecom measured at the date of grant of 24
March 2015 was HK$0.673 based on the following assumptions using the binomial option pricing model:
–
Taking into account the probability of early exercise behaviour, the average expected term of the grant for
directors and employees was determined to be 6.0 years and 4.1 years respectively;
–
Expected volatility of CITIC Telecom’s share price at 40% per annum (based on historical movements of
CITIC Telecom’s share prices);
–
Expected annual dividend yield of 4.0%;
–
Expected post-vesting exit rate of 0% per annum for directors and 15.0% per annum for employees;
–
Early exercise assumption for directors and employees to exercise their options when the share price is at
least 250% and 161% of the exercise price respectively; and
–
Risk-free interest rate of 1.18% and 1.30% for the first 50% and the remaining 50% of the options
respectively (based on linearly interpolated yields of the Hong Kong Exchange Fund Notes at the grant
date).
The result of the binomial option pricing model can be materially affected by changes in these assumptions so an
option’s actual value may differ from the estimated fair value of the options due to limitations of the model.
The total expense recognised in CITIC Telecom Group’s consolidated income statement for the six months ended
30 June 2015 in respect of options granted by CITIC Telecom is HK$9,772,000.
CITIC Limited
109
Dah Chong Hong Holdings Limited (“DCH Holdings”)
DCH Holdings adopted the Share Option Scheme (the “Scheme”) on 28 September 2007. Since the adoption of the
Scheme, DCH Holdings has granted the following share options:
Date of grant
Number of
share options
Exercise price
per share
23,400,000
24,450,000
28,200,000
4.766
7.400
4.930
Exercise period
HK$
07.07.2010
08.06.2012
30.04.2014
*
07.07.2010 – 06.07.2015
08.06.2013 – 07.06.2017*
30.04.2015 – 29.04.2019*
Subject to a vesting scale
The share options granted on 7 July 2010 were accepted and fully vested on the date of grant and are then
exercisable in whole or in part within 5 years from the date of grant. The closing price of DCH Holdings’ shares
immediately before the grant on 7 July 2010 was HK$4.69 per share.
Of the share options granted on 8 June 2012, 24,250,000 were accepted and 200,000 were not as the latest date
of acceptance pursuant to the scheme rules (i.e. 5 July 2012). The share options granted are subject to a vesting
scale. 25% of the share options granted will vest on the first anniversary of the date of grant. A further 25% will
vest on the second anniversary of the date of grant and the remaining 50% of the share options granted will vest
on the third anniversary of the date of grant. The vested options are exercisable in whole or in part within 5 years
from the date of grant. The closing price of DCH Holdings’ shares immediately before the grant on 8 June 2012
was HK$7.49 per share.
Of the share options granted on 30 April 2014, 27,850,000 were accepted and 350,000 were not as at the latest
date of acceptance pursuant to the scheme rules (i.e. 28 May 2014). The share options granted are subject to a
vesting scale. 25% of the options granted will vest on the first anniversary of the date of grant. A further 25% will
vest on the second anniversary of the date of grant and the remaining 50% of the share options granted will vest
on the third anniversary of the date of grant. The vested options are exercisable in whole or in part within five
years from the date of grant. The closing price of DCH Holdings’ shares immediately before the grant on 30 April
2014 was HK$4.91 per share.
The grantees were certain directors or employees of DCH Holdings working under continuous contracts (as
defined in the Employment Ordinance). None were granted to the directors, chief executives or substantial
shareholders of the Company. As at 1 January 2015, options for 57,090,000 DCH Holdings’ shares were outstanding
under the Scheme. During the six months ended 30 June 2015, options for 140,000 DCH Holdings’ shares were
exercised, options for 1,400,000 DCH Holdings’ shares were lapsed and none of the options were cancelled. As at
30 June 2015, options for 36,537,500 DCH Holdings’ shares under the Scheme were exercisable.
110
CITIC Limited
A.
Employees of the DCH Holdings Group working under continuous contracts (as defined in the
Employment Ordinance)
Date of grant
07.07.2010
08.06.2012
30.04.2014
Balance as at
01.01.2015
Granted
during the
six months
ended
30.06.2015
Cancelled
during the
six months
ended
30.06.2015
Lapsed
during the
six months
ended
30.06.2015
5,140,000
19,750,000
26,350,000
–
–
–
–
–
–
–
400,000
1,000,000
Exercised
during the
six months
ended Balance as at
30.06.2015
30.06.2015
40,000(Note 2)
–
–
5,100,000
19,350,000
25,350,000
B.Others (Note 1)
Date of grant
07.07.2010
08.06.2012
30.04.2014
Balance as at
01.01.2015
Granted
during the
six months
ended
30.06.2015
Cancelled
during the
six months
ended
30.06.2015
Lapsed
during the
six months
ended
30.06.2015
900,000
3,450,000
1,500,000
–
–
–
–
–
–
–
–
–
Exercised
during the
six months
ended Balance as at
30.06.2015
30.06.2015
100,000(Note 2)
–
–
800,000
3,450,000
1,500,000
Notes:
1.
These are in respect of share options granted to former employees whose employment was terminated other than for cause or misconduct.
2.
The weighted average closing price of the shares of DCH Holdings immediately before the dates on which the share options granted on
7 July 2010 were exercised was HK$5.06.
CITIC Resources Holdings Limited (“CITIC Resources”)
CITIC Resources adopted a share option scheme on 30 June 2004 (the “Old Scheme”) for a term of 10 years,
which expired on 29 June 2014. The share options that have been granted under the Old Scheme and remained
outstanding as at the date of expiry of the Old Scheme remain valid and exercisable subject to and in accordance
with the terms of the Old Scheme.
To enable CITIC Resources to continue to grant share options as an incentive or reward to eligible persons, a new
share option scheme was adopted by CITIC Resources on 27 June 2014 (the “New Scheme”). As at 30 June 2015,
no share option has been granted under the New Scheme.
CITIC Limited
111
The following share options granted under the Old Scheme remained outstanding as at 30 June 2015:
Number of
share options
Date of grant
Exercise price
per share
Exercise period
HK$
06.11.2013
06.11.2013
200,000,000
200,000,000
1.770
1.770
06.11.2014 – 05.11.2018
06.11.2015 – 05.11.2018
Note:
The share options are subject to the following vesting conditions:
(i)
50% of the share options vest and are exercisable with effect from the first anniversary of the date of grant; and
(ii)
The remaining 50% of the share options shall vest and be exercisable with effect from the second anniversary of the date of grant.
The grantee was a director of CITIC Resources. Save as disclosed above, none were granted to the directors,
chief executives or substantial shareholders of the Company. As at 1 January 2015, options for 400,000,000
CITIC Resources’ shares were outstanding. During the six months ended 30 June 2015, no share options were
granted, exercised, lapsed or cancelled. As at 30 June 2015, options for 200,000,000 CITIC Resources’ shares were
exercisable.
CITIC Envirotech Ltd. (formerly United Envirotech Ltd) (“CITIC Envirotech”)
CITIC Envirotech is a company incorporated in Singapore and whose shares are listed on the main board of the
Singapore Exchange. It became a subsidiary of the Company in April 2015 and changed its name on 30 July 2015.
CITIC Envirotech adopted an employee share option scheme (“Share Option Scheme”) on 2 February 2010. Since
the adoption of the Share Option Scheme, CITIC Envirotech has granted the following share options:
Date of grant
Number of Exercise price
share options
per share
Exercise period
Number of
share options
exercised
during the six
months ended
30.06.2015
Closing price
per share
S$
01.03.2010
01.03.2010
20.07.2010
20.07.2010
15.02.2013
28.03.2013
25.07.2014
*
4,375,000
4,375,000
1,500,000
1,500,000
49,950,000
12,000,000
6,000,000
0.2780
0.2224
0.3830
0.3064
0.552
0.584
1.135
S$
01.03.2011 – 01.03.2020
01.03.2012 – 01.03.2020
20.07.2011 – 20.07.2020
20.07.2012 – 20.07.2020
15.02.2015 – 15.02.2023
28.03.2015 – 28.03.2023
25.07.2016 – 25.07.2024
200,000
200,000
–
–
14,724,500
–
–
1.675*
1.675*
–
–
1.675*
–
–
This represented the weighted average closing price of the ordinary shares of CITIC Envirotech immediately before the date on which the share
options were exercised.
112
CITIC Limited
Under the Share Option Scheme, the ordinary shares of CITIC Envirotech under option may be exercised in full or a
multiple thereof, on the payment of the exercise price. The vesting period is 1 year for non-discount options and 2
years for discounted options. If the options remain unexercised after a period of 10 years (in the case of executive
directors and employees) and 5 years (in the case of non-executive directors) from the date of grant, the options
will expire.
The grantees were certain directors and employees of CITIC Envirotech. None were granted to the directors, chief
executives or substantial shareholders of the Company. As at 1 January 2015, 70,950,000 ordinary shares of CITIC
Envirotech under option were outstanding. During the six months ended 30 June 2015, 15,124,500 ordinary shares
of CITIC Envirotech under option were exercised, and 500,000 ordinary shares of CITIC Envirotech under option
were cancelled. As at 30 June 2015, 55,325,500 ordinary shares of CITIC Envirotech under option were exercisable.
Directors’ Interests in Securities
As at 30 June 2015, none of the directors of the Company had nor were they taken or deemed to have, under
Part XV of Securities and Futures Ordinance (“SFO”), any interests or short positions in the shares, underlying
shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of
the SFO) as recorded in the register required to be kept by the Company pursuant to section 352 of the SFO or as
otherwise notified to the Company and the Hong Kong Stock Exchange pursuant to the Model Code for Securities
Transactions by Directors of Listed Companies as set out in the Rules Governing the Listing of Securities on the
Hong Kong Stock Exchange (the “Listing Rules”).
CITIC Limited
113
Interests of Substantial Shareholders
As at 30 June 2015, substantial shareholders of the Company (other than the directors of the Company) who had
interests or short positions in the shares or underlying shares of the Company which would fall to be disclosed
to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or which were recorded in
the register required to be kept by the Company under section 336 of the SFO, or which were notified to the
Company, were as follows:
Number of shares
of the Company
Approximate
percentage to the
number of issued
shares
Interests in a controlled
corporation and interests in
a section 317 concert party
agreement
26,055,943,755
(Long position)
104.63%
(Long position)
CITIC Glory Limited (“CITIC
Glory”) (Note 2)
Beneficial owner
7,446,906,755
(Long position)
29.90%
(Long position)
CITIC Polaris Limited
(“CITIC Polaris”) (Note 3)
Beneficial owner and interests
in a section 317 concert party
agreement
18,609,037,000
(Long position)
74.73%
(Long position)
Chia Tai Bright Investment
Beneficial owner and interests
Company Limited (“CT Bright”)
in a section 317 concert party
(Note 4)
agreement
22,728,222,755
(Long position)
5,818,053,363
(Short position)
91.26%
(Long position)
23.36%
(Short position)
CT Brilliant Investment Holdings Interests in a controlled
Limited (“CT Brilliant”) (Note 5)
agreement
22,728,222,755
(Long position)
5,818,053,363
(Short position)
91.26%
(Long position)
23.36%
(Short position)
Charoen Pokphand Group
Company Limited (“CPG”)
(Note 6)
agreement
22,728,222,755
(Long position)
5,818,053,363
(Short position)
91.26%
(Long position)
23.36%
(Short position)
ITOCHU Corporation (“ITOCHU”)
(Note 7)
agreement
22,728,222,755
(Long position)
5,818,053,363
(Short position)
91.26%
(Long position)
23.36%
(Short position)
National Council for Social
Security Fund
Beneficial owner
1,246,290,000
(Long position)
5%
(Long position)
Name
Nature of interest/capacity
CITIC Group Corporation
(“CITIC Group”) (Note 1)
114
CITIC Limited
Note 1: CITIC Group is deemed to be interested in 26,055,943,755 shares: (i) by attribution of the interests of its two wholly-owned subsidiaries, CITIC Polaris
(9,463,262,637 shares) and CITIC Glory (7,446,906,755 shares); and (ii) because CITIC Group is a party to the Share Purchase Agreement and the
Subscription Agreement which, reading together, constitute an agreement to which Section 317(1) of the SFO applies, and accordingly CITIC Group
has aggregated its interests in the shares with the interests of the other parties to the Share Purchase Agreement and the Subscription Agreement.
Note 2: CITIC Glory is beneficially interested in 7,446,906,755 shares of the Company.
Note 3: CITIC Polaris is deemed to be interested in 18,609,037,000 shares: (i) by including 9,463,262,637 shares it holds as beneficial owner; and (ii) because
CITIC Polaris is a party to the Share Purchase Agreement which, reading together with the Subscription Agreement, constitute an agreement to which
Section 317(1) of the SFO applies, and accordingly CITIC Polaris has aggregated its interests in the shares with the interests of the other parties to the
Share Purchase Agreement and the Subscription Agreement.
Note 4: CT Bright is deemed to be interested in 22,728,222,755 shares: (i) by including 2,490,332,363 shares it holds as beneficial owner; (ii) by including
3,327,721,000 preferred shares CT Bright has agreed to subscribe for under the Subscription Agreement which is convertible to a maximum of
3,327,721,000 shares upon the full conversion of the preferred shares as beneficial owner; and (iii) because CT Bright is a party to the Share Purchase
Agreement and the Subscription Agreement which, reading together, constitute an agreement to which Section 317(1) of the SFO applies, and
accordingly CT Bright has aggregated its interests in the shares with the interests of the other parties to the Share Purchase Agreement and the
Subscription Agreement. CT Bright has a short position of 5,818,053,363 shares because it is under an obligation to deliver a maximum of 5,818,053,363
shares to CITIC Polaris if CITIC Polaris’ right of first refusal under the Share Purchase Agreement is exercised in full.
Note 5: CT Brilliant is deemed to be interested in 22,728,222,755 shares and to have a short position of 5,818,053,363 shares as a shareholder of CT Bright
directly holding a 50% equity interest in CT Bright.
Note 6: CPG is deemed to be interested in 22,728,222,755 shares and to have a short position of 5,818,053,363 shares as a shareholder of CT Bright indirectly
holding a 50% equity interest in CT Bright through CT Brilliant, its wholly-owned subsidiary.
Note 7: ITOCHU is deemed to be interested in 22,728,222,755 shares and to have a short position of 5,818,053,363 shares as a shareholder of CT Bright directly
holding a 50% equity interest in CT Bright.
Purchase, Sale or Redemption of Listed Securities
Neither CITIC Limited nor any of its subsidiary companies has purchased, sold or redeemed any of CITIC Limited’s
listed securities during the six months ended 30 June 2015.
Continuing Disclosure Requirements under the Listing Rules
Rules 13.18 and 13.21 of the Listing Rules in relation to loan agreements with covenants
relating to specific performance of the controlling shareholder
In September 2014, Shine Surplus Limited (“Shine Surplus” or the “Borrower”), an indirect wholly-owned subsidiary
of the Company, as borrower, and CITIC Corporation Limited, as guarantor (the “Guarantor”, a direct wholly-owned
subsidiary of the Company), entered into a facility agreement (the “Facility Agreement”) and related finance
documents (including a guarantee from the Guarantor in favour of the facility agent for and on behalf of the
syndicate) for a US$1,000,000,000 equivalent dual tranche term loan facility (the “Loan Facility”) with a syndicate
of banks. The Loan Facility has a term of 36 months and 60 months, respectively, commencing from the utilisation
date for each tranche.
Pursuant to the Facility Agreement, it shall be an event of default if (i) the government of the People’s Republic
of China (the “PRC”) is not or ceases to be (directly or indirectly through its subsidiaries) the beneficial owner of
more than 50% of the issued share capital of the Guarantor; or (ii) the government of the PRC is not or ceases
to maintain ultimate control of the Guarantor, and control for this purpose means the power to direct the
management and the policies of the Guarantor whether through the ownership of voting capital, by contract or
otherwise.
CITIC Limited
115
If an event of default under the Facility Agreement occurs, the facility agent may, and must if so instructed
by the majority of the lenders, by notice to Shine Surplus: (i) cancel all or part of the total commitments; and/
or (ii) declare that all or part of the loans, together with accrued interest, and all other amounts accrued or
outstanding under the Facility Agreement and the related finance documents be immediately due and payable;
and/or (iii) declare that all or part of the loans, together with accrued interest, and all other amounts accrued
or outstanding under the Facility Agreement and the related finance documents be payable on demand by the
facility agent acting on the instructions of the majority of the lenders. In case of an event of default under the
Facility Agreement and if the Borrower or the Guarantor cannot successfully remedy or settle the default to the
satisfaction of the majority of the lenders, it will trigger cross default under the existing loan agreements and
guarantees of the Company (excluding the Guarantor and its subsidiaries) and the existing loan agreements and
guarantees of the Guarantor.
As at 30 June 2015, there was no breach of the aforesaid covenants.
Corporate Governance
CITIC Limited is committed to maintaining high standards of corporate governance. The board of directors
believes that good corporate governance practices are important to promote investor confidence and protect the
interests of our shareholders. Looking ahead, we will keep our corporate governance practices under continual
review to ensure their consistent application and will continue to improve our practices having regard to the latest
developments. Details of our corporate governance practices can be found in CITIC Limited’s Annual Report 2014
and on CITIC Limited’s website www.citic.com.
Board Changes
On 14 May 2015, Mr Dou Jianzhong retired as an executive director, vice president and a member of the executive
committee of CITIC Limited. At the annual general meeting held on 2 June 2015, Mr Alexander Reid Hamilton
retired as an independent non-executive director of CITIC Limited by rotation and did not offer himself for
re-election. Following his retirement, he ceased to act as a member of each of the audit and risk management
committee, nomination committee and remuneration committee of CITIC Limited.
On 3 August 2015, Mr Yang Xiaoping and Mr Noriharu Fujita were appointed as a non-executive director and an
independent non-executive director of CITIC Limited respectively.
Board Committees
Currently the board has the following committees to discharge its functions:
•
An executive committee whose principal role is to select suitable candidates for senior management; to
review/provide advice to the board on material investment plans and feasibility studies and proposed
disposals/divestments, mergers, acquisitions and other significant transactions of CITIC Limited, strategy and
planning of the Group. The committee is chaired by Mr Chang Zhenming, the chairman of the board, and
other members are Mr Wang Jiong (being executive director, vice chairman and president of CITIC Limited
and also serves as vice chairman of the committee), Mr Zhu Xiaohuang (who serves as vice chairman of the
committee), Mr Feng Guang, Ms Li Qingping (being vice president of CITIC Limited), Mr Pu Jian (being vice
president of CITIC Limited) and Mr Zhu Gaoming (being vice president of CITIC Limited).
116
CITIC Limited
•
An audit and risk management committee to oversee the relationship with the external auditor; and to
review CITIC Limited’s financial reporting, annual audit and interim report. The committee acts on behalf of
the board in providing oversight of CITIC Limited’s financial reporting system, risk management and internal
control systems, reviews and monitors the effectiveness of the internal audit function, and reviews CITIC
Limited’s policies and practices on corporate governance. The committee comprises two independent
non-executive directors, Mr Francis Siu Wai Keung (who serves as the chairman of the committee) and Dr Xu
Jinwu, and a non-executive director, Ms Cao Pu.
•
A nomination committee to determine the policy for the nomination of directors and set out the
nomination procedures and the process and criteria adopted to select and recommend candidates for
directorship, which shall take into consideration the principle of diversity. It also reviews the structure, size,
composition and diversity of the board. The committee is chaired by Mr Chang Zhenming, the chairman
of the board, and other members include an executive director, Mr Wang Jiong (being vice chairman and
president of CITIC Limited) and three independent non-executive directors, Mr Francis Siu Wai Keung, Dr Xu
Jinwu and Mr Anthony Francis Neoh.
•
A remuneration committee to determine and review the remuneration packages of individual executive
directors and senior management, including salaries, bonuses, benefits in kind, share options and other
plans. The committee comprises two independent non-executive directors, Mr Francis Siu Wai Keung (who
serves as the chairman of the committee) and Dr Xu Jinwu, and a non-executive director, Mr Yang Jinming.
•
A special committee to deal with all matters relating to all investigations (including enquiries) of, and
proceedings involving, CITIC Limited and its directors, arising from the 2008 forex incident, including
but not limited to by the Market Misconduct Tribunal, the Securities and Futures Commission and the
Commercial Crime Bureau of the Hong Kong Police Force. The committee comprises two members,
Mr Zhang Jijing (an executive director) and Mr Francis Siu Wai Keung (an independent non-executive
director).
Other Management Committee
CITIC Limited has established the asset and liability management committee as a committee under the executive
committee to be in charge of monitoring and controlling the financial risks of CITIC Limited. The principal
responsibilities of the asset and liability management committee are to:
•
monitor and control the asset and liability financial position of CITIC Limited on a regular basis
•
monitor and control the following issues of CITIC Limited:
–
asset and liability structure
–counterparties
–currencies
–
interest rates
–
bulk commodity
–
commitments and contingent liabilities
•
approve financing plans of CITIC Limited and manage the cash flow of CITIC Limited on the basis of the
annual budget
•
establish hedging policies and approve the use of new financial instruments for hedging
As at 30 June 2015, the committee is chaired by Mr Zhang Jijing, an executive director. Other members include
responsible persons of the financial control department, treasury department, strategic development department
and the office of the board of directors.
CITIC Limited
117
Compliance with the Corporate Governance Code
Save as disclosed below, CITIC Limited has applied the principles and complied with all the code provisions of the
corporate governance code (“CG Code”) as set out in Appendix 14 to the Rules Governing the Listing of Securities
on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) during the six months ended 30 June 2015.
In respect of code provision A.6.7 of the CG Code, Mr Dou Jianzhong (former executive director) and Dr Xu Jinwu
(independent non-executive director) were not able to attend the extraordinary general meeting of CITIC Limited
held on 16 March 2015 due to other engagements.
Review of Half-Year Report
The audit and risk management committee of the board reviewed the Half-Year Report with the management and
the Company’s internal auditor and recommended its adoption by the board.
The interim financial information is prepared in accordance with Hong Kong Accounting Standard 34 “Interim
Financial Reporting”. It has been reviewed by the Company’s independent auditor PricewaterhouseCoopers in
accordance with Hong Kong Standard on Review Engagements 2410, “Review of Interim Financial Information
Performed by the Independent Auditor of the Entity”.
Compliance with the Model Code for Securities Transactions by Directors
The Company has adopted the Model Code for Securities Transactions by Directors of Listed Companies (“Model
Code”) contained in Appendix 10 to the Listing Rules. All directors complied with the required standard set out in
the Model Code throughout the six months ended 30 June 2015.
118
CITIC Limited
Update on Directors’ Information Pursuant to Rule 13.51B(1) of the Listing
Rules
Change in other directorships
Independent Non-executive Directors
Mr Francis Siu Wai Keung has been appointed as an independent non-executive director of China International
Capital Corporation Limited with effect from 15 May 2015 and an independent non-executive director of Beijing
Gao Hua Securities Company Limited with effect from 8 June 2015. He resigned as an independent non-executive
director of Hop Hing Group Holdings Limited with effect from 1 May 2015 and retired as an independent
non-executive director of Shunfeng International Clean Energy Limited (formerly known as Shunfeng Photovoltaic
International Limited) at its annual general meeting held on 26 June 2015. He also ceased to act as an independent
non-executive director of China Huishan Dairy Holdings Company Limited with effect from the conclusion of its
annual general meeting held on 28 August 2015.
Mr Anthony Francis Neoh has been appointed as an independent non-executive director of Industrial and
Commercial Bank of China Limited with effect from 28 April 2015.
Change in directors’ emoluments
As from January 2015, the annual basic salary and annual performance salary of each of Mr Chang Zhenming and
Mr Wang Jiong is HK$47,000 per month.
CITIC Limited
119
Corporate Information
Registered Office
Beijing Office
32nd Floor, CITIC Tower
1 Tim Mei Avenue
Central, Hong Kong
Telephone:
+852 2820 2111
Fax:
+852 2877 2771
Capital Mansion, 6 Xinyuannanlu
Chaoyang District
Beijing 100004, China
Website
www.citic.com contains a description of the Company’s business, a copy of the full report to shareholders,
announcements, press releases and other information.
Stock Codes
The Stock Exchange of Hong Kong:
Bloomberg:
Reuters:
American Depositary Receipts:
CUSIP Reference No:
00267
267 HK
0267.HK
CTPCY
17304K102
Share Registrar
Shareholders should contact our Registrar, Tricor Tengis Limited, Level 22, Hopewell Centre, 183 Queen’s Road
East, Hong Kong at +852 2980 1333, or by fax at +852 2810 8185, on matters such as transfer of shares, change of
name or address, or loss of share certificates.
Investor Relations
Investors, shareholders and research analysts may contact our Investor Relations Department by telephone at
+852 2820 2205, or by fax at +852 2522 5259 or by email at [email protected].
Financial Calendar
Closure of Register:
Interim dividend payment:
17 September 2015 to 22 September 2015 (both days inclusive)
2 October 2015
The Half-Year Report is printed in English and Chinese and is available on our website at www.citic.com under
the ‘Investor Relations’ section.
Shareholders may choose to receive the Half-Year Report in printed form in either English or Chinese or both
or by electronic means. Shareholders may at any time change their choice on these matters by writing to the
Company’s Share Registrar.
Shareholders having difficulty in gaining access to the Half-Year Report will promptly be sent printed copies
free of charge upon request to the Company’s Share Registrar.
Non-shareholders are requested to write to the Joint Company Secretaries, CITIC Limited, 32nd Floor, CITIC
Tower, 1 Tim Mei Avenue, Central, Hong Kong, or by fax at +852 2877 2771 or by email at [email protected].
120
CITIC Limited
CITIC LIMITED
HALF-YEAR REPORT 2015
CITIC Limited
Registered Office
32nd Floor, CITIC Tower,
1 Tim Mei Avenue,
Central, Hong Kong
Tel +852 2820 2111
Fax +852 2877 2771
www.citic.com
Stock code 00267
Half-Year Report
2015

HALF4yEAR REPORT

Transcription

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